LogicMark (LGMK) 10-Q14 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 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	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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		46,221,805

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 5,585,835	$ 6,398,164
Accounts receivable, net	116,533	13,647
Inventory	818,717	1,177,456
Prepaid expenses and other current assets	486,490	460,177
Total Current Assets	7,007,575	8,049,444
Property and equipment, net	139,290	203,333
Right-of-use assets, net	65,758	113,761
Product development costs, net of amortization of $290,007 and $68,801, respectively	1,491,460	1,269,021
Software development costs, net of amortization of $271,557 and $23,354, respectively	1,827,839	1,299,901
Goodwill	3,143,662	3,143,662
Other intangible assets, net of amortization of $6,237,856 and $5,666,509, respectively	2,366,711	2,938,058
Total Assets	16,042,295	17,017,180
Current Liabilities
Accounts payable	549,126	901,624
Accrued expenses	1,181,386	1,151,198
Deferred Revenue	150,007
Total Current Liabilities	1,880,519	2,052,822
Other long-term liabilities		51,842
Total Liabilities	1,880,519	2,104,664
Commitments and Contingencies (Note 8)
Stockholders’ Equity
Preferred Stock, value
Common stock, par value $0.0001 per share: 100,000,000 shares authorized; 11,863,537 and 2,150,412 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	1,187	216
Additional paid-in capital	117,497,385	112,946,891
Accumulated deficit	(105,463,096)	(100,160,891)
Total Stockholders’ Equity	12,354,476	13,105,216
Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity	16,042,295	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 September 30, 2024 and December 31, 2023, respectively	1,807,300	1,807,300
Series F Preferred Stock
Stockholders’ Equity
Preferred Stock, value	$ 319,000	$ 319,000

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Product development costs, net of amortization (in Dollars)	$ 290,007	$ 68,801
Software development costs, net of amortization (in Dollars)	271,557	23,354
Other intangible assets, net of amortization (in Dollars)	$ 6,237,856	$ 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	11,863,537	2,150,412
Common stock, shares outstanding	11,863,537	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 ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 2,705,461	$ 2,367,227	$ 7,652,813	$ 7,503,940
Costs of goods sold	903,834	769,956	2,529,018	2,444,401
Gross Profit	1,801,627	1,597,271	5,123,795	5,059,539
Operating Expenses
Direct operating cost	359,044	266,746	1,010,624	841,974
Advertising costs	114,795	57,195	402,229	190,588
Selling and marketing	599,306	636,643	1,792,337	1,620,109
Research and development	96,650	242,697	404,108	806,851
General and administrative	1,727,550	1,901,516	5,609,510	6,759,135
Other expense	101,013	54,296	254,770	133,261
Depreciation and amortization	402,821	217,767	1,126,346	649,468
Total Operating Expenses	3,401,179	3,376,860	10,599,924	11,001,386
Operating Loss	(1,599,552)	(1,779,589)	(5,476,129)	(5,941,847)
Other Income
Interest income	41,109	88,975	134,286	149,914
Other income	39,638	246,138	39,638	246,138
Total Other Income	80,747	335,113	173,924	396,052
Loss before Income Taxes	(1,518,805)	(1,444,476)	(5,302,205)	(5,545,795)
Income tax expense
Net Loss	(1,518,805)	(1,444,476)	(5,302,205)	(5,545,795)
Preferred stock dividends	(75,000)	(75,000)	(225,000)	(225,000)
Net Loss Attributable to Common Stockholders	$ (1,593,805)	$ (1,519,476)	$ (5,527,205)	$ (5,770,795)
Net Loss Attributable to Common Stockholders Per Share - Basic (in Dollars per share)	$ (0.2)	$ (1.1)	$ (1.34)	$ (4.73)
Net Loss Attributable to Common Stockholders Per Share - Diluted (in Dollars per share)	$ (0.2)	$ (1.1)	$ (1.34)	$ (4.73)
Weighted Average Number of Common Shares Outstanding - Basic (in Shares)	7,995,555	1,380,373	4,112,228	1,219,749
Weighted Average Number of Common Shares Outstanding - Diluted (in Shares)	7,995,555	1,380,373	4,112,228	1,219,749

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
Shares issued as stock compensation		$ 10	13,872		13,882
Shares issued as stock compensation (in Shares)		99,000
Stock based compensation expense			1,198,397		1,198,397
Warrants exercised for common stock		$ 6	162,488		162,494
Warrants exercised for common stock (in Shares)		64,481
Series F Preferred stock converted to common stock	$ (201,000)	$ 3	200,997
Series F Preferred stock converted to common stock (in Shares)	(67,000)	27,089
Common stock issued to settle Series F Preferred stock dividends		$ 1	48,388		48,389
Common stock issued to settle Series F Preferred stock dividends (in Shares)		6,522
Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1		$ 70	5,211,358		5,211,428
Sale of common stock, warrants and pre-funded 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 reverse stock split		$ 4	(4)
Fractional shares issued in the 1-for-20 reverse stock split (in Shares)		40,228
Series C Preferred stock dividends			(225,000)		(225,000)
Net loss				(5,545,795)	(5,545,795)
Balance at Sep. 30, 2023	$ 319,000	$ 142	111,864,732	(91,156,077)	21,027,797
Balance (in Shares) at Sep. 30, 2023	106,333	1,419,017
Balance at Jun. 30, 2023	$ 319,000	$ 133	111,521,965	(89,711,601)	22,129,497
Balance (in Shares) at Jun. 30, 2023	106,333	1,325,017
Shares issued as stock compensation		$ 9	11,670		11,679
Shares issued as stock compensation (in Shares)		94,000
Stock based compensation expense			406,097		406,097
Series C Preferred stock dividends			(75,000)		(75,000)
Net loss				(1,444,476)	(1,444,476)
Balance at Sep. 30, 2023	$ 319,000	$ 142	111,864,732	(91,156,077)	21,027,797
Balance (in Shares) at Sep. 30, 2023	106,333	1,419,017
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
Issuance of stock options for services			1,235,207		1,235,207
Shares issued as stock compensation		$ 4	5,771		5,775
Shares issued as stock 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)
Cancellation of common stock
Cancellation of common stock (in Shares)		(50)
Warrants exercised for common stock		$ 822	7,398		8,220
Warrants exercised for common stock (in Shares)		8,220,084
Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1		$ 145	4,492,053		4,492,198
Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1 (in Shares)		1,449,916
Fees incurred in connection with equity offerings			(960,700)		(960,700)
Series C Preferred stock dividends			(225,000)		(225,000)
Net loss				(5,302,205)	(5,302,205)
Balance at Sep. 30, 2024	$ 319,000	$ 1,187	117,497,385	(105,463,096)	12,354,476
Balance (in Shares) at Sep. 30, 2024	106,333	11,863,537
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
Stock based compensation expense			411,895		411,895
Cancellation of common stock
Cancellation of common stock (in Shares)		(50)
Warrants exercised for common stock		$ 822	7,398		8,220
Warrants exercised for common stock (in Shares)		8,220,084
Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1		$ 145	4,492,053		4,492,198
Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1 (in Shares)		1,449,916
Fees incurred in connection with equity offerings			(928,529)		(928,529)
Series C Preferred stock dividends			(75,000)		(75,000)
Net loss				(1,518,805)	(1,518,805)
Balance at Sep. 30, 2024	$ 319,000	$ 1,187	$ 117,497,385	$ (105,463,096)	$ 12,354,476
Balance (in Shares) at Sep. 30, 2024	106,333	11,863,537

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Condensed Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (5,302,205)	$ (5,545,795)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	85,590	78,121
Stock based compensation	1,240,982	1,212,279
Amortization of intangible assets	571,347	571,347
Amortization of product development costs	221,207
Amortization of software development costs	248,203
Loss on disposal of fixed assets	1,654
Changes in operating assets and liabilities:
Accounts receivable	(102,886)	390,401
Inventory	358,739	609,425
Prepaid expenses and other current assets	(26,313)	(331,776)
Accounts payable	(644,091)	(83,040)
Accrued expenses	(63,802)	(492,455)
Deferred revenue	150,007
Net Cash Used in Operating Activities	(3,261,568)	(3,591,493)
Cash flows from Investing Activities
Purchase of equipment and website development	(23,201)	(51,073)
Product development costs	(339,402)	(400,895)
Software development costs	(686,761)	(583,561)
Net Cash Used in Investing Activities	(1,049,364)	(1,035,529)
Cash flows from Financing Activities
Proceeds from the sale of common stock and warrants	4,492,198	5,211,428
Fees paid in connection with equity offerings	(772,580)	(816,017)
Common stock withheld to pay taxes	(4,235)
Proceeds from exercise of warrants for common stock	8,220	162,494
Series C redeemable preferred stock dividends	(225,000)	(225,000)
Net Cash Provided by Financing Activities	3,498,603	4,332,905
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(812,329)	(294,117)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	6,398,164	7,037,102
Cash, Cash Equivalents and Restricted Cash - End of Period	5,585,835	6,742,985
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 offering costs included in accounts payable and accrued expenses	188,120
Product development costs included in accounts payable and accrued expenses	104,243	69,595
Software development costs included in accounts payable and accrued expenses	$ 89,379	$ 71,231

Organization and Principal Busi

Organization and Principal Business Activities	9 Months Ended
Organization and Principal Business Activities	Sep. 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 resellers, as well as directly to the United States Veterans Health Administration (“VHA”).

Liquidity and Management Plans

Liquidity and Management Plans	9 Months Ended
Liquidity and Management Plans	Sep. 30, 2024
Liquidity and Management Plans [Abstract]
LIQUIDITY AND MANAGEMENT PLANS	NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS The Company generated an operating loss of $5.5 million and a net loss of $5.3 million for the nine months ended September 30, 2024. As of September 30, 2024, the Company had cash and cash equivalents of $5.6 million. As of September 30, 2024, the Company had working capital of $5.1 million and accumulated deficit of $105.5 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 September 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 6, Stockholders’ Equity and Redeemable Preferred Stock, 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	9 Months Ended
Basis of Presentation	Sep. 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	9 Months Ended
Summary of Significant Accounting Policies	Sep. 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 $4.3 million and $4.7 million as of September 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 September 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 resellers 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 DEALERS 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 September 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 and $0.2 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2023. ACCOUNTS RECEIVABLE - NET For the three and nine months ended September 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 dealers and resellers, typically providing customers with modest trade credit terms. Sales made to dealers 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 September 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 September 30, 2024, inventory was composed of $0.8 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 September 30, 2024 and December 31, 2023, $0.3 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 September 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 September 30, 2024 and December 31, 2023. As of September 30, 2024, the other intangible assets are composed of patents of $1.0 million; trademarks of $0.7 million; and customer relationships of $0.6 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 nine months ended September 30, 2024, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2023, the Company had amortization expense of $0.2 million and $0.6 million, respectively. As of September 30, 2024, total amortization expense estimated for the remainder of fiscal year 2024 was $0.2 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. 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 September 30, 2024, the Company capitalized $0.2 million and $0.3 million in product development costs and software development costs, respectively. For the nine months ended September 30, 2024, the Company capitalized $0.4 million and $0.8 million in product development cost and software development costs, respectively. For the three months ended September 30, 2023, the Company did not capitalize any product development. For the nine months ended September 30, 2023, the Company capitalized $0.5 million of such product development costs. For the three and nine months ended September 30, 2023, the Company capitalized $0.5 million and $0.7 million of such software development costs, respectively. Amortization of these costs was on a straight-line basis over three years and amounted to approximately $73.9 thousand and $0.1 million for product development and software development, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2024, amortization of these costs amounted to approximately $0.2 million and $0.2 million for product development and software development, respectively. There was no amortization of product development costs during the three and nine months ended September 30, 2023. Cumulatively, as of September 30, 2023, approximately $0.9 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. 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 229,124 shares of common stock and warrants to purchase 47,205,502 shares of common stock as of September 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 59,728 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of September 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. 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	9 Months Ended
Accrued Expenses	Sep. 30, 2024
Accrued Expenses [Abstract]
ACCRUED EXPENSES	NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, 2024 2023 Salaries, payroll taxes and vacation $ 260,422 $ 167,930 Merchant card fees 23,018 14,983 Professional fees 44,611 83,532 Management incentives 319,216 503,800 Lease liability 70,158 68,321 Development costs 75,890 109,000 Other 388,071 203,632 Totals $ 1,181,386 $ 1,151,198

Stockholders_ Equity and Redeem

Stockholders’ Equity and Redeemable Preferred Stock	9 Months Ended
Stockholders’ Equity and Redeemable Preferred Stock	Sep. 30, 2024
Stockholders’ Equity and Redeemable Preferred Stock [Abstract]
STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK	NOTE 6 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK August 2024 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 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 at an exercise price of $0.4654 per share (the “August Series A Warrants”), and (iii) 1,449,916 of the Company’s Series B warrants to purchase Common Stock at an exercise price of $0.4654 per share, 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”). The August Series B Warrants can be exercised on an alternate cashless basis which would result in holders receiving four (4) times the number of common stock if such election is made. On the Closing Date, the Company received gross proceeds of approximately $4.5 million, before deducting placement agent commissions and estimated Offering expenses. The Company has begun to use the net proceeds from the Offering for continued new product development, working capital and other general corporate purposes. In addition, as of September 30, 2024, the Purchasers exercised their August Pre-Funded Warrants for an aggregate of 8,220,084 shares of Common Stock. As of September 30, 2024, the exercise price of the August Series A Warrants were subject to a one-time reset adjustment, which resulted in a new exercise price of $0.1593 per warrant share. 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 commissions and 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 nine months ended September 30, 2024 and September 30, 2023, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $225 thousand, respectively. The Series C Redeemable Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent of the voting stock; liquidation or dissolution; or the common stock ceases to be listed on the market upon which it currently trades. The holders of the Series C Redeemable Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of common stock. A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of September 30, 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 September 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 $ - Issued in August 2024 Offering 37,921,212 0.24 4.21 - Issued prefunded warrants 8,220,084 - - - Exercise of prefunded warrants (8,220,084 ) - - - Expired warrants (246,952 ) 305.00 - - Outstanding at September 30, 2024 47,205,502 $ 6.70 3.97 $ -

Stock Incentive Plans

Stock Incentive Plans	9 Months Ended
Stock Incentive Plans	Sep. 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 September 30, 2024, the maximum number of shares of common stock that may be issued under the 2023 Plan is 329,038. 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 months ended September 30, 2024, an aggregate of 65,572 fully vested stock options were granted under the 2023 Plan to four non-employee directors at an exercise price of $0.61 per share, in consideration for services provided to the Company. During the nine months ended September 30, 2024, the Company issued an aggregate of 2,000 stock options under the Company’s 2023 Stock Incentive Plan (the “2023 Plan”), vesting over a period of four years to employees with an average exercise price of $1.04 per share. In addition, an aggregate of 164,564 fully vested stock options were granted under the 2023 Plan to non-employee directors at an average exercise price of $0.93 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 $0.1 million. As of September 30, 2024, the unrecognized compensation cost related to non-vested stock options was $24.3 thousand. During the three and nine months ended September 30, 2024, 8,418 stock options were forfeited by participants under the 2023 Plan. During the three and nine months ended September 30, 2023, 1,500 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 were issuable under the 2017 SIP was 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 that had been forfeited or terminated, settled in cash in lieu of shares of common stock, or settled in a manner such that shares were not issued, would immediately become available to be issued again. If shares of common stock were withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock would have been treated as shares that had been issued under the 2017 SIP and would not have been available for issuance again. 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 nine months ended September 30, 2024, the Company did not issue any stock options under the 2017 SIP. As of September 30, 2024, the unrecognized compensation cost related to non-vested stock options was $17 thousand. During the three months ended September 30, 2023, the Company did not issue any stock options under the 2017 SIP. During the nine months ended September 30, 2023, the Company issued 3,125 stock options under the 2017 SIP 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 under the 2017 SIP 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 three and nine months ended September 30, 2024, no During the three and nine months ended September 30, 2023, no 2013 Long-Term Stock Incentive Plan On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of common stock that were issuable under the 2013 LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, was limited to 10% of the common shares outstanding on the first business day of any fiscal year. The Company’s 2013 LTIP expired in accordance with its terms on January 3, 2023. During the three and nine months ended September 30, 2024 and 2023, the Company did not issue any stock options under the 2013 LTIP. As of September 30, 2024, the unrecognized compensation cost related to non-vested stock options was $0.2 million. During the three and nine months ended September 30, 2024, no stock options were forfeited by participants under the 2013 LTIP. During the three months ended September 30, 2023, 250 stock options were forfeited and during the nine months ended September 30, 2023, 1,500 stock options were forfeited by participants under the 2013 LTIP. Stock based Compensation Expense Total stock based compensation expense during the three and nine months ended September 30, 2024 pertaining to awards under the 2023 Plan, the 2017 SIP and the 2013 LTIP amounted to $0.4 million and $1.2 million, respectively. Total stock based compensation expense during the three and nine months ended September 30, 2023, pertaining to awards under the 2017 SIP and 2013 LTIP amounted to $0.4 million and $1.2 million, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 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, threatened against or affecting the Company, 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 are 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 The Company’s lease agreements include options for the Company to either renew or early terminate the lease. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including significance of leasehold improvements on the property, whether the asset is difficult to replace, or specific characteristics unique to the lease that would make it reasonably certain that the Company would exercise the option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in the Company’s ROU asset and lease liability. For the three and nine months ended September 30, 2024, total operating lease cost was $19.2 thousand and $57.6 thousand, respectively, and was recorded in direct operating costs. Operating lease cost for the three and nine months ended September 30, 2023 amounted to $25.4 thousand and $76.2 thousand, respectively, and was recorded in direct operating costs and general and administrative expenses. Operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under the non-cancelable lease for each of the next three years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate lease, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities, and (iii) the lease-related account balances on the Company’s balance sheet as of September 30, 2024: Year Ending December 31, 2024 (for the remainder of 2024) 20,400 2025 54,400 Total future minimum lease payments $ 74,800 Less imputed interest (4,642 ) Total present value of future minimum lease payments $ 70,158 As of September 30, 2024 Operating lease right-of-use assets $ 65,758 Accrued expenses $ 70,158 As of September 30, 2024 Weighted Average Remaining Lease Term 0.92 Weighted Average Discount Rate 13.00 %

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS Rights Agreement On November 1, 2024, the Company entered into a rights agreement with Nevada Agency and Transfer Company, as rights agent (the “Rights Agreement”). Pursuant to the Rights Agreement, in the event that a person or entity or group thereof becomes the Beneficial Owner (as defined in the Rights Agreement) of at least fifteen percent (15%) of the outstanding shares of Common Stock (an “Acquiring Person”), each holder of Common Stock as of the close of business on November 1, 2024 will be entitled to receive on the Distribution Date (as defined below) a dividend of one right for each share of Common Stock owned by such holder (each, a “Right”), with each Right exercisable for one one-hundredth of a share of the Company’s Series G Non-Convertible Voting Preferred Stock, $0.0001 par value per share (the “Series G Preferred Stock”), at a price of $0.05 per one-hundredth of a share, subject to adjustment as set forth in the Rights Agreement. The Rights are not exercisable until the earlier of: (1) the first date of public announcement by the Company or by an Acquiring Person of such acquisition of beneficial ownership of 15% or more of the outstanding Common Stock without the prior approval of the Board or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person, or (2) the tenth business day (subject to extension by the Board) following the commencement of, or public announcement of an intention to commence, a tender or exchange offer which would result in the beneficial ownership of 15% or more of the outstanding Common Stock (the “Distribution Date”). The Rights will expire upon the earlier of (i) November 1, 2027, unless otherwise extended by the Company’s stockholders or and (ii) redemption or exchange by the Company. Also on November 1, 2024, in connection with the Rights Agreement, the Company filed a Certificate of Designation, Preferences, and Rights of Series G Non-Convertible Voting Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada. This Certificate of Designation authorized 1,000,000 shares of the Series G Preferred Stock. Each share of Series G Preferred Stock entitles the holder to cast 100 votes on all matters submitted to stockholders to vote and the Series G Preferred Stockholders will vote together as one class with the holders of Common Stock on any such matters. The Series G Preferred Stock purchasable upon exercise of the Rights are non-convertible and non-redeemable (except as provided in the Certificate of Designation) and junior to any other series of preferred stock the Company has issued or may issue (unless otherwise provided in the terms of such other series). In the event of liquidation of the Company, the holders of Series G Preferred Stock will receive a preferred liquidation payment equal to the greater of $5.00 per share or an amount per share equal to 100 times the aggregate payment to be distributed per share of Common Stock. Settlement Agreements and Issuance of New Preferred Stock On November 13, 2024, the Company entered into settlement and release agreements (the “Settlement Agreements”) with the current and former holders (the “Series B Holders”) of its August Series B Warrants, issued in the Offering, pursuant which on such date all remaining Series B Warrants were exercised and the Series B Holders waived and released the Company from certain claims in connection with the exercise thereof and in exchange the Company agreed to issue the New Preferred Stock (as defined below). In connection with the Settlement Agreements, on November 13, 2024, the Company filed with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”): (i) a Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Non-Voting Preferred Stock (the “Series H Certificate of Designation”) to designate 1,000 shares of the Company’s authorized and unissued preferred stock as Series H Convertible Non-Voting Preferred Stock, $0.0001 par value per share (the “Series H Preferred Stock”); and (ii) a Certificate of Designation of Preferences, Rights and Limitations of Series I Non-Convertible Voting Preferred Stock (the “Series I Certificate of Designation,” and together with the Series H Certificate of Designation, the “Certificates of Designation”) to designate 1,000 shares of the Company’s authorized and unissued preferred stock as Series I Non-Convertible Voting Preferred Stock, $0.0001 par value per share (the “Series I Preferred Stock”, and together with the Series H Preferred Stock, the “New Preferred Stock”). Each Certificate of Designation became effective upon its filing with the Nevada Secretary of State, and establishes the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the applicable Preferred Stock. Pursuant to the Settlement Agreements, on November 14, 2024, the Company issued to the Series B Holders (i) an aggregate of 1,000 shares of Series H Preferred Stock, which are convertible at the option of the Series B Holder into shares of Common Stock (the “Conversion Shares”) at an initial conversion price of $0.4654, and (ii) an aggregate of 1,000 shares of Series I Preferred Stock, each share of which entitles the holder thereof to two (2) votes on all matters submitted to a vote of the stockholders of the Company. The Series I Preferred Stock will be automatically redeemed for no consideration upon the redemption, conversion or sale of shares of Series H Preferred Stock on a one for one basis. The shares of Series H Preferred Stock have a stated value of $1,000 and are initially convertible into approximately 2,148,689 shares of Common Stock in the aggregate. The conversion price will reset on the fifth trading day following the effective date of the Company’s next reverse stock split of its shares of Common Stock to the greater of (i) the lowest volume weighted average price of the Common Stock during the five trading days immediately preceding the reset date and (ii) the floor price of $0.1785. Also pursuant to the Settlement Agreements, on the issuance date of the New Preferred Stock, the Company entered into registration rights agreements with the Series B Holders pursuant to which the Company agreed to register the resale of the Conversion Shares. The Company is required to prepare and file the resale registration statement with the SEC no later than the 30th calendar day following the date of the issuance of the New Preferred Stock and to use its best efforts to have such registration statement declared effective within 60 calendar days after such date, subject to certain exceptions.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,518,805)	$ (1,444,476)	$ (5,302,205)	$ (5,545,795)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 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)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 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 $4.3 million and $4.7 million as of September 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 September 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 resellers 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 DEALERS AND RESELLERS	SALES TO DEALERS 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 September 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 and $0.2 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2023.
ACCOUNTS RECEIVABLE - NET	ACCOUNTS RECEIVABLE - NET For the three and nine months ended September 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 dealers and resellers, typically providing customers with modest trade credit terms. Sales made to dealers 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 September 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 September 30, 2024, inventory was composed of $0.8 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 September 30, 2024 and December 31, 2023, $0.3 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 September 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 September 30, 2024 and December 31, 2023. As of September 30, 2024, the other intangible assets are composed of patents of $1.0 million; trademarks of $0.7 million; and customer relationships of $0.6 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 nine months ended September 30, 2024, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2023, the Company had amortization expense of $0.2 million and $0.6 million, respectively. As of September 30, 2024, total amortization expense estimated for the remainder of fiscal year 2024 was $0.2 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.
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 September 30, 2024, the Company capitalized $0.2 million and $0.3 million in product development costs and software development costs, respectively. For the nine months ended September 30, 2024, the Company capitalized $0.4 million and $0.8 million in product development cost and software development costs, respectively. For the three months ended September 30, 2023, the Company did not capitalize any product development. For the nine months ended September 30, 2023, the Company capitalized $0.5 million of such product development costs. For the three and nine months ended September 30, 2023, the Company capitalized $0.5 million and $0.7 million of such software development costs, respectively. Amortization of these costs was on a straight-line basis over three years and amounted to approximately $73.9 thousand and $0.1 million for product development and software development, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2024, amortization of these costs amounted to approximately $0.2 million and $0.2 million for product development and software development, respectively. There was no amortization of product development costs during the three and nine months ended September 30, 2023. Cumulatively, as of September 30, 2023, approximately $0.9 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.
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 229,124 shares of common stock and warrants to purchase 47,205,502 shares of common stock as of September 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 59,728 shares of common stock and warrants to purchase 1,253,985 shares of common stock as of September 30, 2023, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
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)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 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)	9 Months Ended
Accrued Expenses (Tables)	Sep. 30, 2024
Accrued Expenses [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following: September 30, December 31, 2024 2023 Salaries, payroll taxes and vacation $ 260,422 $ 167,930 Merchant card fees 23,018 14,983 Professional fees 44,611 83,532 Management incentives 319,216 503,800 Lease liability 70,158 68,321 Development costs 75,890 109,000 Other 388,071 203,632 Totals $ 1,181,386 $ 1,151,198

Stockholders_ Equity and Rede_2

Stockholders’ Equity and Redeemable Preferred Stock (Tables)	9 Months Ended
	Sep. 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 September 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 $ - Issued in August 2024 Offering 37,921,212 0.24 4.21 - Issued prefunded warrants 8,220,084 - - - Exercise of prefunded warrants (8,220,084 ) - - - Expired warrants (246,952 ) 305.00 - - Outstanding at September 30, 2024 47,205,502 $ 6.70 3.97 $ -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
Commitments and Contingencies (Tables)	Sep. 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 September 30, 2024: Year Ending December 31, 2024 (for the remainder of 2024) 20,400 2025 54,400 Total future minimum lease payments $ 74,800 Less imputed interest (4,642 ) Total present value of future minimum lease payments $ 70,158
Schedule of Lease Expense	As of September 30, 2024 Operating lease right-of-use assets $ 65,758 Accrued expenses $ 70,158 As of September 30, 2024 Weighted Average Remaining Lease Term 0.92 Weighted Average Discount Rate 13.00 %

Liquidity and Management Plans

Liquidity and Management Plans (Details) - USD ($)		3 Months Ended		9 Months Ended
Liquidity and Management Plans (Details) - USD ($)	Aug. 05, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Liquidity and Management Plans [Abstract]
Operating loss		$ (1,599,552)	$ (1,779,589)	$ (5,476,129)	$ (5,941,847)
Net loss		(1,518,805)	$ (1,444,476)	(5,302,205)	$ (5,545,795)
Cash and cash equivalents		5,585,835		5,585,835		$ 6,398,164
Working capital		5,100,000		5,100,000		6,000,000
Accumulated deficit		$ 105,500,000		$ 105,500,000		$ 100,200,000
Gross proceeds	$ 4,500,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash equivalents	$ 4,300,000		$ 4,300,000		$ 4,700,000
Cost of goods sold	100,000	$ 100,000	200,000	$ 300,000
Inventory finished goods	818,717		818,717		1,177,456
Prepaid expenses	300,000		300,000		300,000
Amortization expense	200,000	200,000	600,000	600,000
Amortization expense estimated foe the remainder fiscal year 2024	200,000		200,000
Amortization expense estimated for 2025	800,000		800,000
Amortization expense estimated for 2026	600,000		600,000
Amortization expense estimated for 2027	300,000		300,000
Amortization expense estimated gor 2028	100,000		100,000
Amortization expense estimated for thereafter	400,000		400,000
Capitalized product development cost	200,000		400,000	500,000
Capitalized software development cost	300,000	$ 500,000	800,000	700,000
Logic Mark [Member] \| Patents [Member]
Summary of Significant Accounting Policies [Line Items]
Other intangible assets of patents	1,000,000		1,000,000		$ 1,300,000
Other intangible assets, estimated useful lives					11 years
Logic Mark [Member] \| Trademarks [Member]
Summary of Significant Accounting Policies [Line Items]
Other intangible assets of trademarks	700,000		700,000		$ 800,000
Other intangible assets, estimated useful lives					20 years
Logic Mark [Member] \| Customer Relationships [Member]
Summary of Significant Accounting Policies [Line Items]
Other intangible assets of customer relationships	600,000		600,000		$ 800,000
Other intangible assets, estimated useful lives					10 years
Vice-President of Engineering [Member] \| Related Party [Member]
Summary of Significant Accounting Policies [Line Items]
Capitalized product development cost				$ 900,000
Product Development [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization cost	73,900		200,000
Software Development [Member]
Summary of Significant Accounting Policies [Line Items]
Amortization cost	$ 100,000		$ 200,000
Share-Based Payment Arrangement, Option [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive securities (in Shares)			229,124	59,728
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive securities (in Shares)			47,205,502	1,253,985

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment	Sep. 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 ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Accrued Expenses [Abstract]
Salaries, payroll taxes and vacation	$ 260,422	$ 167,930
Merchant card fees	23,018	14,983
Professional fees	44,611	83,532
Management incentives	319,216	503,800
Lease liability	70,158	68,321
Development costs	75,890	109,000
Other	388,071	203,632
Totals	$ 1,181,386	$ 1,151,198

Stockholders_ Equity and Rede_3

Stockholders’ Equity and Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Aug. 05, 2024	Nov. 21, 2023	Jan. 25, 2023	May 31, 2017	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Number of shares issued	1,449,916
Price per share (in Dollars per share)	$ 0.4654
Common stock, par value per share (in Dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
Exercisable shares	1,449,916
Exercise price of warrant (in Dollars per share)	$ 0.1593
Prefunded units	8,220,084
Gross proceeds (in Dollars)	$ 4,500
Aggregate shares of common stock	8,220,084
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
Price per share (in Dollars per share)			$ 2.52
Purchase price (in Dollars per share)			$ 2.52
Common stock purchase warrants			10,585,000
Gross proceeds (in Dollars)			$ 5,200
Warrants to purchase			3,440,000
Aggregate shares			258,000
Series A Warrants [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Warrants to purchase common stock	1,449,916
Exercise price of warrant (in Dollars per share)	$ 0.4654	$ 2
Exercise of warrants		80,732
Percentage of common stock issued upon exercise of warrants		200%
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]
Warrants to purchase common stock	1,449,916
Exercise price of warrant (in Dollars per share)	$ 0.4654
Exercisable shares of common stock	1,449,916
Exercise of warrants		1,382,058
Percentage of common stock issued upon exercise of warrants		200%
Exercise price (in Dollars per share)		$ 2
Percentage of immediately exercisable and expire on warrants		50%
Percentage of exercisable warrants		50%
Prefunded Units [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Purchase price (in Dollars per share)	$ 0.4644
August Pre-Funded Warrants [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Exercisable shares of common stock	8,220,084
August Series A Warrants [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Exercise of warrants	8,220,084
August Series B Warrants [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Exercise of warrants	8,220,084
Warrant [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Exercisable shares of common stock					47,205,502		47,205,502		9,531,242
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
Prefunded Warrants [Member] \| January 2023 Offering [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Exercise price of warrant (in Dollars per share)			$ 0.02
Common stock purchase warrants			3,440,000
Exercise of warrants			172,000
Common Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Common stock, par value per share (in Dollars per share)	$ 0.0001
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	$ 75	$ 75	$ 225
Voting rights share							One
Common Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Number of shares issued	1,449,916
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
Common Stock [Member] \| August Pre-Funded Warrants [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Price per share (in Dollars per share)	$ 0.001
Prefunded Common Stock [Member]
Stockholders’ Equity and Redeemable Preferred Stock [Line Items]
Common stock purchase warrants	8,220,084

Stockholders_ Equity and Rede_4

Stockholders’ Equity and Redeemable Preferred Stock (Details) - Schedule of Warrants Outstanding and Exercisable - Warrant [Member]	9 Months Ended
	Sep. 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, Issued in August 2024 Offering \| shares	37,921,212
Weighted Average Exercise Price, Issued in August 2024 Offering \| $ / shares	$ 0.24
Weighted Average Remaining Life In Years, Issued in August 2024 Offering	4 years 2 months 15 days
Aggregate Intrinsic Value, Issued in August 2024 Offering \| $
Number of Warrants, Issued prefunded warrants \| shares	8,220,084
Weighted Average Exercise Price, Issued prefunded warrants \| $ / shares
Weighted Average Remaining Life In Years, Issued prefunded warrants
Aggregate Intrinsic Value, Issued prefunded warrants \| $
Number of Warrants, Exercise of prefunded warrants \| shares	(8,220,084)
Weighted Average Exercise Price, Exercise of prefunded warrants \| $ / shares
Weighted Average Remaining Life In Years, Exercise of prefunded warrants
Aggregate Intrinsic Value, Exercise of prefunded warrants \| $
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	47,205,502
Weighted Average Exercise Price, Outstanding and Exercisable at Ending \| $ / shares	$ 6.7
Weighted Average Remaining Life In Years, Outstanding and Exercisable at Ending \| $
Aggregate Intrinsic Value, Outstanding and Exercisable at Ending	3 years 11 months 19 days

Stock Incentive Plans (Details)

Stock Incentive Plans (Details) - USD ($)				3 Months Ended		9 Months Ended
Stock Incentive Plans (Details) - USD ($)	Mar. 07, 2023	Aug. 24, 2017	Jan. 04, 2013	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock Incentive Plans [Line Items]
Fully vested stock options						164,564
Vested stock options						2,000
Price per share (in Dollars per share)				$ 1.04		$ 1.04
2017 SIP [Member]
Stock Incentive Plans [Line Items]
Stock based compensation expense (in Dollars)				$ 400,000	$ 400,000
2023 Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Number of shares issued	68,723					329,038
Common shares outstanding, percentage	15%
Exercise price (in Dollars per share)				$ 0.93		$ 0.93
Stock options vesting term						4 years
Aggregate fair value (in Dollars)						$ 100,000
Unrecognized compensation cost (in Dollars)						$ 24,300
Stock options forfeited				8,418	1,500	8,418	1,500
2023 Stock Incentive Plan [Member] \| Non-employee Board Directors [Member]
Stock Incentive Plans [Line Items]
Fully vested stock options				65,572
Exercise price (in Dollars per share)				$ 0.61		$ 0.61
2017 Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Common shares outstanding, percentage		10%
Exercise price (in Dollars per share)					$ 3.8		$ 3.8
Vested stock options						10,528	3,125
Aggregate fair value (in Dollars)							$ 11,000
Stock options forfeited						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]
Stock options vesting term							4 years
Non-vested stock options (in Dollars)						17,000
2013 Long-Term Stock Incentive Plan [Member]
Stock Incentive Plans [Line Items]
Common shares outstanding, percentage			10%
Stock options forfeited					250		1,500
Non-vested stock options (in Dollars)						200,000
Stock based compensation expense (in Dollars)						$ 1,200,000	$ 1,200,000

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2020
Commitments and Contingencies [Line Items]
Lease term	5 years		5 years
Lease agreement amount			$ 300,000
Monthly rent			$ 6,600
Increasing annual rent, percentage			3%
Operating lease cost	$ 19,200	$ 25,400	$ 57,600	$ 76,200
New Lease Agreement [Member]
Commitments and Contingencies [Line Items]
Lease term					5 years
Louisville, Kentucky [Member]
Commitments and Contingencies [Line Items]
Monthly rent			$ 6,800

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments	Sep. 30, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024 (for the remainder of 2024)	$ 20,400
2025	54,400
Total future minimum lease payments	74,800
Less imputed interest	(4,642)
Total present value of future minimum lease payments	$ 70,158

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of Lease Expense - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Lease Expense [Abstract]
Operating lease right-of-use assets	$ 65,758	$ 113,761
Accrued expenses	$ 70,158
Weighted Average Remaining Lease Term	11 months 1 day
Weighted Average Discount Rate	13%

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member] - USD ($)	Nov. 13, 2024	Nov. 01, 2024
Subsequent Events (Details) [Line Items]
Least percentage		15%
Price per share		$ 0.05
Beneficial ownership percentage		15%
Common stock, par value		$ 5
Aggregate shares	1,000
Preferred stock value	$ 1,000
Aggregate common Stock	2,148,689
Weighted average price per share	$ 0.1785
Series G Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Preferred stock, par value		$ 0.0001
Preferred stock		1,000,000
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Beneficial ownership percentage		15%
Series H Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Preferred stock, par value	$ 0.0001
Preferred stock	1,000
Authorized and unissued preferred stock	1,000
Series B Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
conversion price	$ 0.4654