Note
2 - Going Concern and Management Plans
The Company is an emerging growth entity
and incurred an operating loss of $6,107,216 and a net loss of $10,368,921 during the nine months ended September 30, 2016.
As of September 30, 2016, the Company had a working capital deficiency and stockholders’ equity of $2,155,873 and
$3,602,668, respectively. In order to execute the Company’s long-term strategic plan to develop and commercialize its
core products and fulfill its product development commitments, the Company will need to raise additional funds, through
public or private equity offerings, debt financings, or other means.
During the nine months ended September
30, 2016, the Company raised $2,269,775 in net proceeds from the issuance of the Company Series A Convertible Preferred
Stock, $0.0001 par value (the “Series A Preferred Stock”) and $4,090,000 in net proceeds from the issuance of
the Company’s Series B Convertible Preferred Stock, $0.0001 par value (the “Series B Preferred
Stock”). However, the Company can give no assurance that the cash raised prior to or subsequent to September 30, 2016,
or any additional funds raised will be sufficient to execute its business plan. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. The Company can give no assurance that additional funds
will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate
these conditions.
The Company’s ability to execute its business
plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue. Should the Company
not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would
need to curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going concern.
Note
3 - Summary Of Significant Accounting Policies
Use of Estimates in
the Financial Statements
The preparation of condensed consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America (“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 consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates and assumptions made by management include stock based compensation,
derivative instruments, valuation allowances for income taxes and inventories, and other matters that affect the condensed consolidated
financial statements and related disclosures. Actual results could differ from those estimates.
Principles
of Consolidation
The condensed consolidated financial statements
include the accounts of Nxt-ID and its wholly-owned subsidiaries, 3D-ID and LogicMark. The condensed consolidated financial statements
include the results of LogicMark from its acquisition date of July 25, 2016. Intercompany balances
and transactions have been eliminated in consolidation.
Restricted
Cash
At September 30, 2016 and December 31, 2015, the Company had restricted cash of $40,288 and $1,534,953, respectively.
The restricted cash balance at December 31, 2015, included $1,500,000 received on December 31, 2015 as a result of the transaction
with WorldVentures Holdings, LLC. At September 30, 2016, the Company had no restricted cash remaining from the transaction with
WorldVentures Holdings, LLC. See Note 6 for further information regarding the transaction with WorldVentures Holdings, LLC. Restricted
cash also includes amounts held back by the Company’s third party credit card processor for potential customer refunds,
claims and disputes.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
3 - Summary Of Significant Accounting Policies (Continued)
Revenue
Recognition
The Company, including LogicMark
which was acquired on July 25, 2016, recognizes revenue when persuasive evidence of an arrangement exists, the service has been
rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is
reasonably assured. The Company’s Wocket® sales comprise multiple element arrangements including both the
Wocket® device itself as well as unspecified future upgrades. The Company offers to all of its end-consumer customers a
period of fourteen (14) days post the actual receipt date in which to return their Wocket®. The Company was unable to
reliably estimate returns at the time shipments were made during the year ended December 31, 2015, or the nine months ended
September 30, 2016, and September 30, 2015, due to lack of return history. Accordingly, the Company has recognized revenue
only on those shipments whose fourteen (14) day return period had lapsed. The Company accrues for the estimated costs
associated with the one year Wocket® warranty at the time revenue associated with the sale is recorded, and periodically
updates its estimated warranty cost based on actual experience. Warranty expense during the nine months ended September 30,
2016, and September 30, 2015, was not material.
The
Company’s revenues for the nine months ended September 30, 2016 included $21,353 in sales of the Wocket® to retail customers
who sell the Wocket® through their respective distribution channels. The terms and conditions of these sales provide the retail
customers with trade credit terms. In addition, these sales were made to the retailers with no rights of return and are subject
to the normal warranties offered to the ultimate consumer for product defects. There were no such sales during the nine months
ended September 30, 2015.
Inventory
The Company performs regular reviews of inventory
quantities on hand and evaluates the realizable value of its inventories. The Company adjusts the carrying value of the inventory
as necessary with estimated valuation reserves for excess, obsolete, and slow-moving inventory by comparing the individual inventory
parts to forecasted product demand or production requirements. As of September 30, 2016, inventory was comprised of $2,544,120
in raw materials and $2,202,979 in finished goods on hand. Inventory at December 31, 2015, was comprised of $1,587,653 in raw
materials and $180,289 in finished goods on hand. As an emerging growth entity, the Company is required to prepay for raw materials
with certain vendors until credit terms can be established. As of September 30, 2016, and December 31, 2015, the Company had prepaid
inventory of $912,822 and $49,103, respectively. These prepayments were made primarily for raw materials inventory and prepaid
inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheet.
Goodwill
On July 25, 2016, the Company recorded
goodwill of $16,033,429 as a result of the LogicMark acquisition. The Company will begin testing
goodwill for impairment annually in the third quarter of each year using data as of August 1 of that year. The impairment test
consists of two steps; in step one, the carrying value of the reporting unit is compared with its fair value. Step two is applied
when the carrying value exceeds the fair value. The amount of goodwill impairment, if any, is derived by deducting the fair value
of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying
amount of goodwill.
Other
Intangible Assets
The
Company’s intangible assets are all related to the LogicMark acquisition and are included in other intangible assets
in the Company’s condensed consolidated balance sheet at September 30, 2016. The Company had no intangible assets at
December 31, 2015.
At
September 30, 2016, the other intangible assets are comprised of patents with a fair value of $4,100,000; trademarks with a
fair value of $1,257,721; and customer relationships with a fair value of $2,956,291. The Company will amortize 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, 2016, the Company had amortization expense of $136,232 related to the intangible assets.
As
of September
30, 2016, amortization expense estimated for the remainder of 2016 is approximately $184,313 and for each
of the next four fiscal years, 2017 through 2020 the amortization expense will be approximately $731,242 per year.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
3 - Summary Of Significant Accounting Policies (Continued)
Convertible
Instruments
The
Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting
for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options
from their host instruments and account for them as free standing derivative financial instruments according to certain criteria.
The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument
are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (iii) a separate instrument
with the same terms as the embedded derivative instrument would be considered a derivative instrument.
The
derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value
reported in the results of operations.
Conversion
options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances
of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result
in their bifurcation from the host instrument.
The
Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should
not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”.
The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in
debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the
note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized
over the term of the related debt. See Note 4.
Debt
discount and amortization of debt discount
Debt
discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible
equity instruments issued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term
of the debt or (ii) conversion of the debt. The amortization of debt discount is included as a component of interest expense included
in other income and expenses in the accompanying statements of operations.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.”
Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and
(ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s
financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available
positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
3 - Summary Of Significant Accounting Policies (Continued)
ASC
Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements
and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense
any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally,
the tax authorities may examine the partnership/corporate tax returns for three years from the date of filing. The Company has
filed all of its tax returns for all prior periods through December 31, 2015. As a result, the Company’s net operating loss
carryovers will now be available to offset any future taxable income.
Stock-Based
Compensation
The
Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The
Company generally amortizes the employee stock-based compensation over the vesting period. The Company accounts for equity instruments
issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to
periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation
charges are amortized over the vesting period or as earned.
Net
Loss per Share
Basic
loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the
effect of diluted common stock equivalents. Potentially dilutive securities realizable from the convertible Series A and Series
B Preferred Stock (defined below), and from the exercise of warrants into 1,319,049 shares of common stock as of September 30,
2016, 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 realizable from the conversion of convertible notes and related accrued interest and from the
exercise of 424,227 warrants as of September 30, 2015, 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
August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts
and Cash Payments” (“ASU 2016-15”). ASU 2016-15 is intended to address how certain cash receipts and cash payments
are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective
of reducing the existing diversity in practice. The amendments are effective for public business entities for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the ASU 2016-15 and
does not believe this ASU will have a material impact on its condensed consolidated financial statements.
In
May 2016, the FASB issued ASU No. 2016-12 ("ASU 2016-12"), "Revenue from Contracts with Customers (Topic 606):
Narrow- Scope Improvements and Practical Expedients." ASU 2016-12 will affect all entities that enter into contracts with
customers to transfer goods or services (that are an output of the entity's ordinary activities) in exchange for consideration.
The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect
narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation
of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments
in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating
the effect that ASU 2016-12 will have on the Company's financial position and results of operations.
In
April 2016, the FASB issued ASU No. 2016-10 (“ASU 2016-10”), “Revenue from Contracts with Customers (Topic 606):
Identifying Performance Obligations and Licensing." ASU 2016-10 will affect all entities that enter into contracts with customers
to transfer goods or services (that are an output of the entity's ordinary activities) in exchange for consideration. The amendments
in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update clarify the following
two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related
principles for those areas. The effective date and transition requirements for the amendments in this update are the same as the
effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-10 will
have on the Company's financial position and results of operations.
In
March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment
awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas
for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash
flows. The Company is currently evaluating the effect that ASU 2016-09 will have on the Company’s financial position and
results of operations.
In
February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02
establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition
approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest
comparative period presented in the financial statements, with certain practical expedients available. The Company is currently
assessing the potential impact of ASU 2016-02 on its financial statements and related disclosures.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
3 - Summary Of Significant Accounting Policies (Continued)
In
January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall
(Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure
of financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2016-01 will have
on the Company’s financial position and results of operations.
In April 2015, the FASB issued Accounting
Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs
(“ASU 2015-03”), which provides guidance for simplifying the presentation of debt issuance costs. ASU 2015-03 requires
that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent
with debt discounts or premiums. This guidance will be effective for fiscal years beginning after December 15, 2015, and early
adoption is permitted for financial statements that have not been previously issued. The standard requires application on a retrospective
basis and represents a change in accounting principle. In addition, in August 2015, Accounting Standards Update 2015-15, Interest
- Imputation of Interest (“ASU 2015-15”), was released, which codified guidance pursuant to the SEC Staff Announcement
at the June 18, 2015 Emerging Issues Task Force (“EITF”) meeting about the presentation and subsequent measurement
of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03
for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity
deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably
over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit
arrangement. The impact of ASU 2015-03 and ASU 2015-15 on the Company’s financial statements includes a reclassification
of deferred debt issuance costs related to the Company’s convertible notes payable to be presented in the consolidated balance
sheets as a direct deduction from the carrying amount of those borrowings. The Company adopted this accounting guidance in the
first quarter of 2016.
In
May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09,
Revenue
from Contracts with Customers
(“ASU
2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods
or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer;
(2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction
price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance
obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and
cash flows arising from an entity’s contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning
after December 15, 2017 with early adoption permitted commencing January 1, 2017. The amendments may be applied retrospectively
to each period presented or with the cumulative effect recognized as of the date of initial application. The Company is currently
evaluating ASU 2014-09. In August 2015 the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers
(“ASU 2015-04”), which defers the effective date of Update 2014-09 until annual reporting periods begin after December
15, 2017.
In
August 2014, the FASB issued Accounting Standards Update No. 2014-15,
Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern (
“ASU
2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility
to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related
footnote disclosures. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require
an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans,
(4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans,
(5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment
for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending
after December 15, 2016, and for annual periods and interim periods thereafter. The Company has adopted ASU 2014-15 and has made
the required disclosures in Note 2.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
4 - Convertible Notes Payable
December
2015 Private Placement
On
December 8, 2015, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with
certain accredited investors (the “December Purchasers”) pursuant to which the Company sold an aggregate of $1,500,000
in principal amount of Senior Secured Convertible Notes (the “December Notes”) for an aggregate purchase price of
$1,500,000 (the “December Offering”). The December Notes will mature on December 8, 2016 (the “December Maturity
Date”), less any amounts converted or redeemed prior to the December Maturity Date. The December Notes bear interest at
a rate of 8% per annum. The December Notes are convertible at any time, in whole or in part, at the option of the holders into
shares of common stock at a conversion price of $2.35 per share, as modified. In case of an Event of Default (as defined in the
December Notes), the December Notes are convertible at 85% of the average of the five (5) lowest daily Weighted Average Prices
(as defined in the December Notes) in the prior fifteen (15) trading days, until such Event of Default has been cured. The conversion
price is subject to adjustment for stock dividends, stock splits, combinations or similar events. The December Notes are repayable
commencing on February 10, 2016 (the “Installment Trigger Date”). The installment payments are to be made on the l
st
and 15
th
calendar day of each month. The amount of each installment is the quotient of the original principal
amount divided by the number of installment payments between the Installment Trigger Date and the December Maturity Date. The
holder of the December Notes may opt to accelerate two (2) installment amounts in an amount up to twice the regular installment
amount. The installment payments may be made in cash or in common stock at 85% of the average of the five (5) lowest daily Weighted
Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days at the option of the Company. On March
29, 2016, among other modifications of the December Notes, the conversion price was modified from $5.50 to $2.35 per share. As
a result of the modification, the Company fair valued the conversion option up to the date of modification and re-classified the
remaining conversion feature liability of $1,702,400 as of the date of modification to additional paid-in capital.
In
connection with the sale of the December Notes, the Company also issued to the December Purchasers an aggregate of 90,000 shares
of the Company’s common stock in consideration of each investor’s execution and delivery of the December Purchase
Agreement (the “Commitment Shares”). The Commitment Shares were offered by the Company pursuant to an effective shelf
registration statement on Form S-3, which was initially filed with the SEC on April 24, 2015 and declared effective on May 14,
2015 (File No. 333-203637).
As described below, the April Purchasers (defined
below) exchanged the April Convertible Notes (defined below) plus accrued but unpaid interest into the convertible notes that
were issued on December 8, 2015. As a result, the Company incurred a loss on extinguishment of the April Convertible Notes of
$635,986 which resulted primarily from the write off of the remaining unamortized note discount and deferred debt issue costs
on extinguishment. In order to obtain the April Purchasers’ consent to issue the December Notes, and to effect the exchange,
the Company issued to each of the April Purchasers additional December Notes with a face value of $500,000. On December 8, 2015,
the total outstanding principal amount of these convertible notes was $2,134,850. On December 28, 2015, the December Purchasers
accelerated installment repayments in an aggregate amount of $350,000 which the Company satisfied by an issuance of common stock
as a result of a waiver by the holders which allowed the Company to issue common stock below $2.50 per share. As a result of this
repayment, the outstanding amount of the convertible notes held by the April Purchasers was $1,784,850 on December 31, 2015.
The
total face amount of the December Notes outstanding on December 8, 2015 was $3,644,850.
On
December 8, 2015 the Company recorded a debt discount of $1,719,700 and a derivative liability of $912,330.
At
December 31, 2015, the balance on the December Notes outstanding was $3,294,850.
The
debt discount is attributable to the value of the separately accounted for conversion feature and common stock issued in connection
with the sale of the December Notes. The embedded conversion feature derivatives relate to the conversion option, the installment
payments and the accelerated installment option of the December Notes. The embedded derivatives were evaluated under FASB ASC
Topic 815-15,
were bifurcated from the debt host, and were classified as liabilities in the consolidated balance sheet.
The debt discount is amortized using the effective interest method over the term of the December Notes. During the nine ended
September 30, 2016, the Company recorded $515,032 of debt discount amortization all of which was related to the December Notes.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
4 - Convertible Notes Payable (Continued)
On
February 12, 2016, in exchange for the consents given to the Company by the December Purchasers and the April Purchasers to allow
for the issuance of shares in connection with the WVH Transaction (described below), the December Notes were amended to a fixed
conversion price of $2.35. As a result of the modification, the Company fair valued the conversion option up to the date of modification
and re-classified the remaining conversion feature liability of $1,702,400 as of the date of modification to additional paid-in-capital.
During the three months ended March 31,
2016, the holders of the December Notes accelerated $2,456,679 in installments and $253,028 of interest in exchange for
1,228,828 shares of common stock. During the three months ended June 30, 2016, the December Purchasers converted $325,000 of
the December Notes and $26,000 of interest in exchange for 1,493,618 shares of common stock. There was no outstanding balance
on the December Notes at September 30, 2016. As it relates to the accelerated installments, the Company incurred a loss
on extinguishment of debt of $272,749. The loss on extinguishment of debt was equivalent to the excess fair value of the
common stock issued to the holders of the December Notes as compared to the net carrying value of the convertible debt. The
fair value of the common stock issued in payment of interest exceeded the amount of interest owed by $34,628. This amount
is included as part of interest expense on the condensed consolidated statement of operations.
April
2015 Private Placement
On April 24, 2015, the Company entered into
a securities purchase agreement (the “April Purchase Agreement”) with a group of accredited investors (the “April
Purchasers”) pursuant to which the Company sold to such purchasers an aggregate of $1,575,000 principal amount of secured
convertible notes (the “April Convertible Notes”), Class A Common Stock Purchase Warrants (the “Class A Warrants”
and each a “Class A Warrant”) to purchase up to 46,875 shares of the Company’s
common stock, and Class B Common Stock Purchase Warrants (the “Class B Warrants”, and each a “Class B Warrant”;
the Class A Warrants and the Class B Warrants, collectively, the “April Warrants”) to purchase up to 46,875 shares
of the Company’s common stock. The Convertible Notes bear interest at 6% per annum and are convertible at any time, in whole
or in part, at the option of the holders into shares of common stock at a conversion price of $25.20 per share. The April Warrants
are exercisable beginning on October 24, 2015, through October 24, 2020. The Class A Warrants have an initial exercise price equal
to $30.20 per share and the Class B Warrants have an initial exercise price equal to $50.00 per share. The Company received cash
proceeds of $1,481,500 from the issuance of the April Convertible Notes after deducting debt issuance costs of $93,500.
The Company recorded a debt discount of $1,575,000
related to the sale of the April Convertible Notes and the April Warrants. The debt discount reflects the underlying fair value
of the April Warrants of approximately $860,000 on the date of the transaction and a beneficial conversion charge of approximately
$715,000. During the period April 23, 2015 through December 8, 2015, the Company amortized $983,836 of the debt discount as a
component of interest expense.
As
described above, the April Purchasers exchanged the April Convertible Notes into the convertible notes that were issued on December
8, 2015. Additionally, as part of the modifications described above the security interests set forth in the April Security Agreement
were terminated.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
5 – Derivative liabilities
Fair
value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or
paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of
judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability.
Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively
quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely,
financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured
at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation
and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the
asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level
hierarchy.
The
conversion features embedded within the December Notes did not have fixed settlement provisions on the date they were initially
issued because the conversion price could be lowered if certain provisions included in the December Notes occur before conversion.
During
2015, the derivative liabilities were valued using the Monte Carlo simulation model and the following weighted average assumptions
on
December 31, 2015. During the three months ended March 31, 2016, the Company had five separate valuations performed
using the Monte Carlo simulation model. The valuations coincided with the number of accelerated installments occurring during
the three months ended March 31, 2016. The table for 2016 reflects the range of weighted average assumptions used for the 2016
valuations.
|
|
January 12, - March 29, 2016
|
|
|
December 31,
2015
|
|
Embedded Conversion Feature Liability:
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
0.46% - 0.59%
|
|
|
|
0.62
|
%
|
Expected volatility
|
|
|
100.0%
|
|
|
|
100.00
|
%
|
Expected life (in years)
|
|
|
0.91 - 0.70
|
|
|
|
0.92
|
|
Expected dividend yield
|
|
|
–
|
|
|
|
–
|
|
Face value of convertible notes
|
|
$
|
3,209,850-$1,208,850
|
|
|
$
|
3,294,850
|
|
Fair value
|
|
$
|
–
|
|
|
$
|
420,360
|
|
The
risk-free interest rate was based on rates established by the Federal Reserve. Since the Company’s stock has not been publicly
traded for a sufficiently long enough period of time, the Company is utilizing an expected volatility figure based on a review
of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly
positioned public companies within its industry. The expected life of the conversion feature was determined by the maturity date
of the Note and the expected life of the various warrants was determined by their expiration dates. The expected dividend yield
was based upon the fact that the Company has not historically paid dividends on its common stock, and does not expect to pay dividends
on its common stock in the future.
Fair
Value Measurement
The
carrying amounts of cash, inventory, prepaid expenses, accounts payable, accrued liabilities, other current liabilities and
other long-term liabilities approximate their fair value due to their short maturities. The Company’s other financial
instruments include its convertible notes payable obligations. The carrying value of these instruments approximate fair
value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. The Company
measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in
an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable
inputs and minimizes the use of unobservable inputs when measuring fair value.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
5 – Derivative Liabilities (Continued)
The
following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at
fair value on a recurring basis:
|
|
For the Nine Months Ended
|
|
|
|
September 30,
2016
|
|
Beginning liability balance
|
|
$
|
420,360
|
|
Loss on Change in fair value of derivative liabilities
|
|
|
2,299,020
|
|
Gain on derivative liabilities resulting from accelerated amortizations
|
|
|
(1,016,980
|
)
|
Adjustment to additional paid-in capital upon modification
|
|
|
(1,702,400
|
)
|
Ending balance
|
|
$
|
–
|
|
Note
6 – Strategic Agreements with world ventures holdings
On
December 31, 2015, the Company entered into a Master Product Development Agreement (the “Development Agreement”)
with WorldVentures Holdings, LLC (“WVH”). The Development Agreement commenced on December 31, 2015, and has an
initial term of two (2) years (the “Initial Term”). Thereafter, the Development Agreement will automatically
renew for additional successive one (1) year terms (each a “Renewal Term”) unless and until WVH provides written
notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term. Each
Renewal Term will commence immediately on expiration of the Initial Term or preceding Renewal Term. The Development Agreement
may also be terminated earlier pursuant to certain conditions.
In
connection with the Development Agreement, on December 31, 2015, the Company entered into a securities purchase agreement (the
“WVH Purchase Agreement”) with WVH providing for the issuance and sale by the Company of 1,005,000 shares (the
“WVH Shares”) of Common Stock and a common stock purchase warrant (the “WVH Warrant”) to purchase 251,250
shares (the “WVH Warrant Shares”) of Common Stock, for an aggregate purchase price of $2,000,000. The WVH Warrant
is initially exercisable on May 31, 2016, at an exercise price equal to $7.50 per share and has a term of exercise equal to two
(2) years and seven (7) months from the date on which first exercisable. On April 28, 2016, the exercise price of the WVH Warrant
was modified to $4.00.
Pursuant
to the Development Agreement, WVH retained the Company to design, develop and manufacture a series of Proprietary Products (as
defined in the Development Agreement) for distribution through WVH’s network of sales representatives, members, consumers,
employees, contractors or affiliates. In conjunction with the Development Agreement, the Company and WVH contractually agreed
to dedicate $1,500,000 of the $2,000,000 in total proceeds received by the Company from the WVH Purchase Agreement to the development
and manufacture of the product for WVH. In addition, the $1,500,000 is restricted and the Company is required to obtain prior
approval from WVH on a monthly basis in order to fund the estimated expenditures needed for the development of the product for
WVH from the $1,500,000. Accordingly, the $1,500,000 was included in the restricted cash balance on the accompanying condensed
consolidated Balance Sheet at December 31, 2015. As of September 30, 2016, the Company’s restricted cash balance did not
include any remaining restricted cash from the WVH transaction on December 31, 2015. During the nine months ended September 30,
2016, the Company used the entire $1,500,000 in restricted cash received from WVH on December 31, 2015 for the design and development
of products specifically for WVH. During the nine months ended September 30, 2016, the Company received deposits totaling $2,679,005
from WVH against initial purchase orders received from WVH. The deposits received from WVH are included in the balance sheet line
item labeled customer deposits on the Company’s condensed consolidated balance sheet at September 30, 2016.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
7 - Stockholders’ Equity
On January 13, 2014, the Company closed a
“best efforts” private offering of $1,000,000 (the “January Offering”) with a group of accredited investors
(the “January Purchasers”) and the Company exercised the oversubscription amount allowed in the January Offering of
$350,000, for total gross proceeds to the Company of $1,350,000 before deducting placement agent fees and other expenses. Pursuant
to a securities purchase agreement with the January Purchasers (the “January Purchase Agreement”), the Company issued
to the January Purchasers (i) 41,539 shares of the Company’s common stock, par value $0.0001 and (ii) warrants (the “January
Warrants”) to purchase 135,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise
price of $32.50 per share. In connection with the January Offering, 13,846 units were sold at the end of December 2013 and 27,692
units were sold in January 2014, all at $32.50 per unit. As a result, the Company received aggregate gross proceeds of $450,000
in December 2013 from the issuance of 13,846 shares of common stock and 45,000 January Warrants, and the Company received $900,000
in January 2014 from the issuance of 27,692 shares of common stock and 90,000 January Warrants. Costs incurred associated with
the January Offering in December 2013 and January 2014 were $56,820 and $100,006, respectively. In January 2014, the placement
agent received 4,154 warrants to purchase 4,154 shares of the Company’s common stock as fees.
Pursuant
to the January Purchase Agreement, the Company’s founders who are members of management (the “Founders”) agreed
to cancel a corresponding number of shares to those shares issued in the January Offering and place in escrow a corresponding
number of shares to be cancelled for each January Warrant Share issued. As a result, the Founders retired 13,846 and 27,692 shares
of common stock in December 2013 and January 2014, respectively.
The
January Warrants are exercisable for a period of five (5) years from the original issue date. The initial exercise price with
respect to the January Warrants was $32.50 per share. On the date of issuance, the January Warrants were recognized as derivative
liabilities as they did not have fixed settlement provisions because their exercise prices could be lowered if the Company was
to issue securities at a lower price in the future. As a result, the Company recorded $3,450,976 as derivative liability warrants
on the condensed consolidated balance sheet on January 13, 2014.
On February 21, 2014, the Company amended
the terms of the 139,154 January Warrants issued in the January Offering as compensation to the placement agent to eliminate the
anti-dilution provision and to lower the exercise price of the January Warrants from $32.50 to $30.00. As a result of the January
Warrant modifications, the Company re-measured the January Warrants’ liability on the modification date and recorded an
unrealized gain on derivative liabilities of $448,072 and reclassified the aggregate re-measured value of the January Warrants
of $4,514,772 to additional paid-in capital.
On
various dates during the twelve months ended December 31, 2014, the Company received gross proceeds of $1,500,000 in connection
with the exercise of 50,000 January Warrants into 50,000 shares of common stock at an exercise price of $30.00 per share, net
of $30,000 paid upon the exercise of the January Warrants issued in the January Offering per the terms of the placement agent
agreement. Upon exercise, pursuant to the January Purchase Agreement, the Founders cancelled a certain number of shares of common
stock in accordance with the January Purchase Agreement.
On
September 10, 2014, the exercise price of the January Warrants was amended to $20.00.
Effective
March 5, 2015, the January Purchasers holding a majority of the securities offered in the January 2014 offering waived a provision
that required the Founders to surrender shares of common stock proportional to the number of January Warrants exercised. To date,
these Founders have retired 69,705 shares of common stock which will remain in treasury.
On April 23, 2015, the Company entered into
a waiver and termination of certain rights agreement (the “Waiver Agreement”) whereby the majority of January Purchasers
agreed to terminate certain provisions in the January Purchase Agreement for an aggregate of 25,000 shares of common stock, including,
without limitation, the cancellation of corresponding shares by the Founders. The fair value of the 25,000 shares of common stock
issued on April 23, 2015, was $655,000 and was recorded as inducement expense by the Company.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
N
ote
7 - Stockholders’ Equity (Continued)
June
2014 Private Placement
From June 12, 2014 to June 17, 2014, the Company conducted
a private offering with a group of accredited investors (the “June Purchasers”) who had previously participated in
the January Offering that occurred between December 30, 2013, and January 13, 2014. Pursuant to a securities purchase agreement
with the June Purchasers, the Company issued to the June Purchasers warrants (the “June Warrants”) to purchase an
aggregate of 40,000 shares (the “June Shares”) of the Company’s common stock at an exercise price of $30.00
per share. On September 10, 2014, the exercise price of the June Warrants was amended to $20.00. The June Warrants are exercisable
for a period of five (5) years from the original issue date. The exercise price for the June Warrants is subject to adjustment
upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate
change and dilutive issuances.
In
connection with the issuance of the June Warrants, the Company entered into a registration rights agreement with the June Purchasers
pursuant to which the Company agreed to register the June Shares on a Form S-1 registration statement (the “June Registration
Statement”) to be filed with the SEC ninety (90) days following the completion of an underwritten public offering (the “June
Filing Date”) and to cause the June Registration Statement to be declared effective under the Securities Act within ninety
(90) days following the June Filing Date (the “June Required Effective Date”).
The
June Registration Statement was not filed by the June Filing Date or declared effective by the June Required Effective Date of
December 15, 2014. Under the original terms of the arrangement, the Company was required to pay partial liquidated damages to
each June Purchaser in the amount equal to two percent (2%) for the purchase price paid for the June Warrants then owned by such
June Purchaser for each 30-day period for which the Company is non-compliant. On January 30, 2015, the Company received
signed documentation from all of the June Purchasers waiving their right to liquidated damages and terminating the registration
rights agreement.
On
February 23, 2016, the exercise price of the June Warrants was amended to $5.00.
August
2014 Private Placement
On August 21, 2014, pursuant to a securities
purchase agreement with two Purchasers (the “August Purchasers”) who had previously participated in the January Offering,
the Company issued to the August Purchasers warrants (the “August Warrants”) to purchase an aggregate of 10,000 shares
(the “August Shares”) of the Company’s common stock at an exercise price of $30.00 per share. On September 10,
2014, the exercise price of the August Warrants was amended to $20.00. The August Warrants are exercisable for a period
of five (5) years from the original issue date. The exercise price for the August Warrants is subject to adjustment upon certain
events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers, or other corporate changes and
dilutive issuances.
In
connection with the issuance of the August Warrants, the Company entered into a registration rights agreement with the August
Purchasers pursuant to which the Company agreed to register the August Shares on a Form S-1 registration statement (the August
Registration Statement”) to be filed with the SEC ninety (90) days following the filing date (the “August Filing Date”)
and to cause the August Registration Statement to be declared effective under the Securities Act by the required effective date
(the “August Effective Date”).
The
August Registration Statement was not filed by the August Filing Date or declared effective by the August Required Effective Date.
Under the original terms of the arrangement, the Company was required to pay partial liquidated damages to each August Purchaser
in the amount equal to two percent (2%) for the purchase price paid for the August Warrants then owned by such August Purchaser
for each 30-day period for which the Company is non-compliant. On January 30, 2015, the Company received signed documentation
from all of the August Purchasers waiving their right to liquidated damages and terminating the registration rights agreement.
The
Company determined that the effect of the issuance of the June Warrants and the August Warrants was to induce the January Purchasers
to exercise the January Warrants previously issued to them in the January Offering. As a result, the Company recorded inducement
expense of $1,262,068 during the year ended December 31, 2014.
September
2014 Public Offering
On September 15, 2014, the Company closed
on an underwritten public offering of its common stock and warrants (the “September Public Offering”). The Company
offered 212,727 shares of common stock and warrants to purchase 212,727 shares of common stock, at a combined price to the public
of $27.50 per share and related warrant. The warrants are exercisable for a period of five (5) years beginning on September 15,
2014 at an exercisable price of $32.88 per share. The Company received net proceeds of $4,954,042 from the public offering, after
deducting the underwriting discount and other offering related expenses. The underwriters were Northland Securities, Inc., The
Benchmark Company, LLC, and Newport Coast Securities, Inc.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
N
ote
7 - Stockholders’ Equity (Continued)
In connection with the September
Public Offering, the Company was required to obtain a waiver and consent from the January Purchasers in the January Offering
in order to conduct the public offering at a price of $27.50 per share and warrant. As a result, on September 10, 2014,
the Company issued the majority of the January Purchasers 26,113 unregistered shares of common stock and reduced the exercise
price on the outstanding January Warrants, June Warrants, and August Warrants from $30.00 to $20.00 per share of common stock
for all of the January Purchasers. During the year ended December 31, 2014, the Company recorded and additional
inducement expense of $718,110 and $232,360 related to the issuance of unregistered shares of common stock to the majority
investors and the modification of the warrant exercise price, respectively.
April 2015 Private Placement
On April 24, 2015, the Company entered into
April Purchase Agreement with the April Purchasers pursuant to which the Company sold to such purchasers an aggregate of
$1,575,000 principal amount of the April Convertible Notes, the Class A Warrants to purchase up to 46,875 shares of
the Company’s common stock, and the Class B Warrants to purchase up to 46,875 shares of the Company’s common stock.
The April Convertible Notes bear interest at 6% per annum and are convertible at any time, in whole or in part, at the option of
the holders into shares of common stock at a conversion price of $25.20 per share. The April Warrants are exercisable beginning
six (6) months after issuance through the fifth (5
th
) anniversary of such initial exercisability date. The Class A Warrants
have an initial exercise price equal to $30.20 per share and the Class B Warrants have an initial exercise price equal to $50.00
per share. The Company received cash proceeds of $1,481,500 from the issuance of the Convertible Notes after deducting debt issuance
costs of $93,500.
The Company recorded a debt discount of $1,575,000
related to the sale of the April Convertible Notes and the April Warrants. The debt discount reflects the underlying fair value
of the April Warrants of approximately $860,000 on the date of the transaction and a beneficial conversion charge of approximately
$715,000. The debt discount will be amortized to interest expense over the earlier of (i) term of the April Convertible Notes or
(ii) conversion of the debt.
In connection with the sale of the April Convertible
Notes and April Warrants, the Company entered into a registration rights agreement, dated April 24, 2015 (the “April Registration
Rights Agreement”), with the April Purchasers, pursuant to which the Company agreed to register the shares of common stock
underlying the April Convertible Notes and April Warrants on a Form S-3 registration statement to be filed with the Securities
and Exchange Commission (the “SEC”) within ten (10) business days after the date of the issuance of the April Convertible
Notes and April Warrants (the “April Filing Date”) and to cause the April Registration Statement to be declared effective
under the Securities Act within ninety (90) days following the April Filing Date.
If certain of its obligations under the April
Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to each April Purchaser. On
May 8, 2015, the Company filed a registration statement on Form S-3 with the SEC to register the shares issuable upon the conversion
of the April Convertible Notes, the related accrued interest and the exercise of the April Warrants. Such registration statement
was declared effective with the SEC on May 14, 2015.
In connection with the sale of the April Convertible
Notes and the April Warrants, the Company entered into a security agreement, dated April 24, 2015 (the “April Security Agreement”),
between the Company, 3D-ID and the collateral agent thereto. Pursuant to the Security Agreement, the April Purchasers were granted
a security interest in certain personal property of the Company and 3D-ID to secure the payment and performance of all obligations
of the Company and 3D-ID under the April Convertible Notes, April Warrants, April Purchase Agreement, April Registration Rights
Agreement and April Security Agreement. In addition, in connection with the April Security Agreement, 3D-ID executed a subsidiary
guaranty, pursuant to which it agreed to guarantee and act as surety for payment of the April Convertible Notes and other obligations
of the Company under the April Warrants, April Purchase Agreement, April Registration Rights Agreement and April Security Agreement.
As described below, the April purchaser exchanged
the April Convertible Notes into convertible notes that were identical to the convertible notes that were issued on December 8,
2015. Additionally, as part of the modifications described above the security interests set forth in the April Security Agreement
were terminated.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
N
ote
7 - Stockholders’ Equity (Continued)
July
2015 Private Placement
On
July 27, 2015, the Company entered into a securities purchase agreement with accredited investors (the “July Purchasers”)
pursuant to which the Company sold an aggregate of $222,222 in principal amount of the 8% Original Issue Discount Convertible
Notes (the “8% Convertible Notes”) for an aggregate purchase price of $200,000. The Company received net proceeds
of $200,000 from the sale of the 8% Convertible Notes.
The
8% Convertible Notes had a maturity date of September 11, 2015 (the “Maturity Date”), less any amounts converted or
redeemed prior to the Maturity Date. The 8% Convertible Notes beared interest at a rate of 8% per annum, subject to increase to
the lesser of 24% per annum or the maximum rate permitted under applicable law upon the occurrence of certain events of default.
The
8% Convertible Notes were convertible at any time, in whole or in part, at the option of the holders into shares of common stock
at a conversion price of $35.00 per share, which is subject to adjustment for stock dividends, stock splits, combinations or similar
events.
The
Company agreed that if it effected a registered offering either utilizing Form S-1 or Form S-3 (a “Registered Offering”),
the Holder shall have the right to convert the entire amount of the subscription amount into such Registered Offering. The
July Purchaser converted the entire amount of the subscription amount into the August Offering described below.
The conversion price used to convert the entire
purchase price into common stock was equivalent to the equity offering price of $17.50 on August 4, 2015, and not the conversion
price of $35.00 stipulated in the securities purchase agreement. As a result of the change in the conversion price, the Company
recorded additional inducement expense of $100,000 at the time of conversion.
August 2015 Offerings
On August 4, 2015, the Company closed with certain purchasers (the “August 2015 Purchasers”)
a public offering (the “August 2015 Offering”) providing for the issuance and sale by the Company of 172,143
shares of the Company’s common stock at a price to the public of $17.50 per share (the “Registered Shares”)
for an aggregate purchase price of $3,012,500.
In
connection with the sale of the Registered Shares, the Company also entered into a Warrant Purchase Agreement (the
“Warrant Purchase Agreement”) with the August 2015 Purchasers providing for the issuance and sale by the Company
of warrants to purchase 86,072 shares of the Company’s common stock at a purchase price of $0.000001 per warrant (the
“August 2015 Warrants”). Each August 2015 Warrant shall be initially exercisable on February 4, 2016
at an exercise price equal to $23.50 per share and have a term of exercise equal to five (5) years from the date on which
first exercisable.
The
Registered Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially
filed with the SEC on April 24, 2015 and declared effective on May 14, 2015 (File No. 333-203637) (the “Registration Statement”).
Pursuant
to a Registration Rights Agreement, dated July 30, 2015, by and between the Company and the August 2015 Purchasers, the Company
agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon
exercise of the August 2015 Warrants.
The
placement agent in connection with the Registered Shares was Northland Securities, Inc.
October
2015 Public Offering
On
October 21, 2015, the Company closed on an underwritten public offering of its common stock. The Company offered 150,000 shares
of common stock at a price to the public of $7.00 per share. The Company received gross proceeds from the offering, before deducting
underwriting discounts and commission and other estimated offering expenses payable by the Company, of approximately $1,050,000.
The underwriter was Aegis Capital Corp.
December
2015 Private Placement
In
connection with the sale of the December Notes, the Company also issued to the December Purchasers an aggregate of 90,000 shares
of the Company’s common stock in consideration of each Investor’s execution and delivery of the December Purchase
Agreement (the “Commitment Shares”). The Commitment Shares were offered by the Company pursuant to an effective shelf
registration statement on Form S-3, which was initially filed with the SEC on April 24, 2015 and declared effective on May 14,
2015 (File No. 333-203637).
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
N
ote
7 - Stockholders’ Equity (Continued)
April
2016 Offering
On
April 11, 2016, the Company closed a registered offering (the “April 2016 Offering”) of shares of its Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). The Company sold 2,500,000 shares of
Series A Pref
erred Stock at a price of $1.00 per share
, and received gross proceeds
from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately
$2,500,000. Holders of the Series A Preferred stock shall be entitled to receive from the first date of issuance of the Series
A Preferred Stock cumulative dividends at a rate of 25% per annum on a compounded basis, which dividend amount shall be guaranteed.
Accrued and unpaid dividends shall be at the Company’s option, in cash, shares of common stock, or additional share of Series
A Preferred Stock.
For the three and nine months ended September 30, 2016, the Company recorded Series A Preferred Stock
dividends of $124,342 and $266,928, respectively.
Interest
Purchase Agreement
On
May 17, 2016, the Company entered into an Interest Purchase Agreement (the "Interest Purchase Agreement") with LogicMark,
LLC ("LogicMark") and the holders of all of the membership interests (the "Interests") of LogicMark (the "Sellers"),
pursuant to which the Company will acquire all of the Interests from the Sellers (the "Transaction"). The Company issued
the equivalent of $300,000 in shares of common stock to the Sellers of LogicMark to extend the exclusivity period to June 30,
2016.
Additionally, upon signing the Interest Purchase
Agreement the Company issued warrants (the "LogicMark Warrants") to the Sellers to acquire an aggregate of up to $600,000
of shares (157,480 shares) of the Company's common stock for no additional consideration. The LogicMark Warrants were originally
only exercisable if the Transaction did not close by June 30, 2016. Pursuant to an amendment entered into as of July 7, 2016,
the LogicMark Warrants were exercisable as of July 22, 2016.
On
July 25, 2016, the issuances of common stock and warrants to the Sellers of LogicMark totaling $900,000 became part of the overall
consideration paid to the Sellers to acquire LogicMark.
July
2016 Offering
On July 25, 2016, the Company closed a private
placement (the “July 2016 Offering”) of shares of its Series B Convertible Preferred Stock, par value $0.0001 per
share (the “Series B Preferred Stock”) and warrants (the “July 2016 Warrants”) to purchase 562,500 shares
of the Company’s common stock. The Company sold 4,500,000 shares of Series B Pref
erred
Stock at a price of $1.00 per share
, and received gross proceeds from the offering, before deducting placement agent fees
and other estimated offering expenses payable by the Company, of approximately $4,500,000. The conversion price of the Series
B Preferred Stock is $4.00. The July 2016 Warrants are exercisable beginning on January 25, 2017, and are exercisable for a period
of five (5) years. The exercise price with respect to the July 2016 Warrants is $7.50 per share. Holders of the Series B Preferred
stock shall be entitled to receive from the first date of issuance of the Series B Preferred Stock cumulative dividends at a rate
of 25% per annum on a compounded basis, which dividend amount shall be guaranteed. Accrued and unpaid dividends shall be at the
Company’s option, in cash, or shares of common stock. For the three and nine months ended September 30, 2016, the Company
recorded Series B Preferred Stock dividends of $314,375 and $314,375, respectively.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
N
ote
7 - Stockholders’ Equity (Continued)
Warrants
The
following table summarizes the Company’s warrants outstanding and exercisable at September 30, 2016:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
|
|
|
|
Number
of
|
|
|
Exercise
|
|
|
Life
|
|
|
Intrinsic
|
|
|
|
Warrants
|
|
|
Price
|
|
|
In
Years
|
|
|
Value
|
|
Outstanding and Exercisable
at January 1, 2016
|
|
|
761,549
|
|
|
$
|
22.60
|
|
|
|
3.83
|
|
|
$
|
-
|
|
Issued
|
|
|
724,980
|
|
|
|
5.82
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
(167,480
|
)
|
|
|
0.30
|
|
|
|
-
|
|
|
|
-
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding and
Exercisable at September 30, 2016
|
|
|
1,319,049
|
|
|
$
|
15.40
|
|
|
|
3.74
|
|
|
$
|
-
|
|
2013
Long-Term Stock Incentive Plan
On
January 4, 2013, a majority of the Company’s stockholders approved by written consent the Company’s 2013 Long-Term
Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the
LTIP, including stock awards, stock issued to directors for serving on the Company’s board, and stock appreciation rights,
is limited to 10% of the shares of common stock outstanding on the first business or trading day of any fiscal year, which is
444,116 at January 1, 2016. During the nine and three months ended September 30, 2016, the Company issued 35,517 and 14,901 shares,
respectively of common stock under the plan to three non-executive directors for serving on the Company’s board. The aggregate
fair value of the shares issued to the directors for the nine and three months ended September 30, 2016 was $135,000 and $45,000,
respectively. On November 18, 2014 the Company granted 15,000 restricted shares of common stock with an aggregate fair value of
$315,000 to one non-executive employee. The vesting period for these restricted shares of common stock is thirty-six months. During
the nine months ended September 30, 2016, the Company expensed $78,750 related to these restricted stock awards. During the nine
months ended September 30, 2015, the Company issued 8,211 restricted shares of common stock under the plan to three non-executive
directors with an aggregate fair value $135,000. At September 30, 2016, a total of 167,751 shares of common stock have been issued
from the Plan and 276,365 are available to be issued.
During
the nine and three months ended September 30, 2016, the Company accrued $450,000 and $150,000, respectively of discretionary management
and employee bonus expense.
During
the nine months ended September 30, 2016, the Company issued 43,337 shares of common stock with a fair value of $185,200 to non-employees
for services rendered.
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
8 – acquisition of LogicMark llc
On
July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase
Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark
Sellers”), dated May 17, 2016 (the “Interest Purchase Agreement”). Pursuant to the Interest Purchase Agreement,
the Company acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i) $17.5 million in cash consideration
(ii) $2.5 million in a secured promissory note
(the
“LogicMark Note”) issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the “LogicMark
Representative”)
(iii) 78,740 shares of common stock, which were issued upon
signing of the Interest Purchase Agreement (the “LogicMark Shares”), and (iv) warrants (the “LogicMark Warrants,”
and together with the WVH Warrant, the “Warrants”) to purchase an aggregate of 157,480 shares of common stock (the
“LogicMark Warrant Shares”) for no additional consideration. In addition, we may be required to pay the LogicMark
Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark
meets certain gross profit targets set forth in the Interest Purchase Agreement.
The LogicMark Note matures on September
23, 2016 and accrues interest at a rate of 15% per annum.
The earn-out provision of
$1,500,000 for calendar year 2016 is included on the Company’s condensed consolidated balance sheet as other current liabilities
- contingent consideration and the earn-out provision of $5,000,000 for calendar year 2017 is included as other long-term liabilities
- contingent consideration. The Company determined that as of July 25, 2016, it was more likely than not that these gross profit
targets would be achieved and any fair value adjustment of the Earnout was not material. The LogicMark Warrants were all exercised
on July 27, 2016.
On
July 25, 2016, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively,
the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders
extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt
Financing”). The maturity date of the Revolving Loan is July 25, 2017, and the Revolving Loan bears interest at a rate of
15% per annum.
The
Loan Agreement contains customary covenants, including a covenant that the Company shall not permit the ratio of (a) EBITDA
for each of the following periods, minus unfinanced capital expenditures, to (b) fixed charges for such periods to be less
than the following ratios for such periods: 1) the six-month period ended December 31, 2016, 1.15:1.00, 2) the nine-month period
ended March 31, 2017, 1.15:1.00,and 3) the twelve-month period ended June 30, 2017, and the twelve-month period ended on each
September 30, December 31, March 31 and June 30 thereafter, 1.15:1.00.
The Company has the ability to extend
the Revolver for two additional years at its sole discretion
with
no subjective acceleration by the lender, provided the Company is not in default on the loan. As a result, the Company has recorded
the revolver as long-term debt on its
condensed consolidated balance sheet.
On
September 23, 2016, the Company entered into a forbearance agreement with LogicMark Investment Partners, LLC (the “Lender”)
in connection with a Secured Subordinated Promissory Note originally issued on July 22, 2016 in the amount of $2,500,000, which
expired on September 22, 2016 (the “Note”). The Company formally requested that the Lender extend the Note on
September 20, 2016, and finalized the amendment on September 23, 2016.
Under
the terms of the forbearance agreement, the Lender agreed to extend the Note and the Company agreed to pay to the Lender in immediately
available funds: (i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued
and unpaid interest due under the Note on October 31, 2016. The Company also agreed to reduce the Escrow Amount (as defined in
the Purchase Agreement) by a total of $500,000, and to make certain other changes to the definition of “Escrow Amount”
in the Purchase Agreement. The Company also agreed to make certain representations and warranties in respect of the Lender’s
forbearance. As of October 31, 2016, the Company and the LogicMark Sellers are in the process of arranging payment on the Note.
Allocation
of Purchase Price
The
purchase price was allocated to the tangible and identifiable assets acquired and liabilities assumed of LogicMark based upon
their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated
to goodwill. The Company is in the process of completing its analysis of the fair value of the net assets acquired through the
use of an independent valuation firm and management’s estimates. Since the following information is based on preliminary
assessments made by management, the acquisition accounting for LogicMark is subject to final adjustment and it is possible that
the final assessment of values may differ from the preliminary assessment. The following table summarizes the preliminary assessment
of the estimated fair values of the identifiable assets acquired and liabilities assumed net of cash acquired, as of the date
of acquisition of July 25, 2016.
Cash
|
|
$
|
109,710
|
|
Accounts receivable
|
|
|
494,591
|
|
Inventories
|
|
|
2,566,117
|
|
Other current assets
|
|
|
370,905
|
|
Property and equipment
|
|
|
227,840
|
|
Goodwill
|
|
|
16,033,429
|
|
Intangible assets
|
|
|
8,314,012
|
|
Assets acquired
|
|
|
28,116,604
|
|
|
|
|
|
|
Accounts payable
|
|
|
507,857
|
|
Accrued liabilities
|
|
|
208,747
|
|
Liabilities assumed
|
|
|
716,604
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
27,400,000
|
|
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
8 – acquisition of LogicMark llc (Continued)
Pro
Forma Financial Information
The
following table summarizes the unaudited pro forma financial information assuming that the LogicMark acquisition had occurred
on January 1, 2015, and its results had been included in the Company’s financial results for the full nine and three month
periods ended September 30, 2016 and 2015. The pro forma combined amounts are based upon available information and reflect a reasonable
estimate of the effects of the LogicMark acquisition for the periods presented on the basis set forth herein. The following unaudited
pro forma combined financial information is presented for informational purposes only and does not purport to represent what the
financial position or results of operations would have been had the LogicMark acquisition in fact occurred on the date assumed,
nor is it necessarily indicative of the results that may be expected in future periods.
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Pro forma:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
3,871,645
|
|
|
$
|
3,359,283
|
|
|
$
|
11,111,651
|
|
|
$
|
8,821,679
|
|
Net Loss applicable to Common Stockholders
|
|
$
|
(2,183,875
|
)
|
|
$
|
(4,227,270
|
)
|
|
$
|
(11,566,024
|
)
|
|
$
|
(12,167,061
|
)
|
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders
|
|
$
|
(0.33
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
The unaudited pro forma net loss attributable
to Nxt-ID, Inc. has been calculated using actual historical information and is adjusted for certain pro forma adjustments based
on the assumption that the LogicMark acquisition and the application of fair value adjustments to intangible assets occurred on
January 1, 2015. For the three and nine months ended September 30, 2016, the pro forma financial information excluded the acquisition-related
expenses of $275,948 and $609,466, respectively, which are included in the actual reported results, but excluded from the pro
forma amounts above due to their nonrecurring nature. In addition, the pro forma adjustments for the three and nine months ended
September 30, 2016 include the following adjustments, (a) amortization expense related to the acquired intangible assets of $48,082
and $410,697, respectively; (b) interest expense including the amortization of deferred debt issue costs of $334,034 and $2,851,185,
respectively; (c) reduction in depreciation expense of $15,719 and $28,935, respectively; and (d) amortization of the inventory fair value adjustment of $nil and $945,212, respectively.
For the three and nine months ended
September 30, 2015, the pro forma financial information reflects the following adjustments, , (a) amortization expense related
to the acquired intangible assets of $184,314 and $546,929, respectively; (b) interest expense including the amortization of deferred
debt issue costs of $1,279,440 and $3,796,601, respectively; (c) reduction in depreciation expense of $3,008 and $9,024, respectively;
and (d) amortization of the inventory fair value adjustment of $nil and $945,212, respectively.
Note
9 - Commitments and Contingencies
Legal
Matters
From
time to time we may be involved in various claims and legal actions arising in the ordinary course of our business. Other
than as described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company
or any of our subsidiaries, threatened against or affecting our company, or any of our subsidiaries in which an adverse decision
could have a material adverse effect upon our business, operating results, or financial condition.
Commitments
On
September 12, 2014, the Company entered into a lease agreement for office space in Oxford, Connecticut. The term of the lease
was for two (2) years with a monthly rent of $2,300 in the first year, increasing to $2,450 per month in the second year. On October
10, 2016, the Company extended the lease term for the office space in Oxford, Connecticut for six additional months with a monthly
rent of $2,450.00. On October 3, 2014, the Company entered into a lease agreement for customer service and warehouse space in
Melbourne, Florida. The lease term commenced on January 1, 2015. The term of the lease is for three (3) years with a monthly rent
amount of $6,395 which includes the base rent, an escrow for taxes and insurance, common area maintenance charges and applicable
sale tax. The Company incurred rent expense of $103,232 and $96,303 for the nine months ended September 30, 2016 and September
30, 2015, respectively. Minimum lease payments for non-cancelable operating leases are as follows:
Future Lease Obligations
|
|
|
|
|
|
|
|
2016 (remaining)
|
|
$
|
62,208
|
|
2017
|
|
|
108,010
|
|
2018
|
|
|
3,300
|
|
Total future
lease obligations
|
|
$
|
173,518
|
|
Nxt-ID,
Inc. and Subsidiary
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
10 - Subsequent Events
The
Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements
are issued.
On
October 1, 2016, the Company issued 6,000 shares of its common stock for the payment of services with a grant date fair market
value of $17,220.
On October 3,
2016 through November 2, 2016, purchasers of the Series A Preferred Stock converted in aggregate $303,486 of Series A
Preferred Stock into 138,857 shares of common stock.
On
October 10, 2016, the Company refunded $50,000 to an investor for the exercise of 10,000 warrants into common stock at exercise
price $5.00 per share and immediately retired such shares.
On October 24, 2016, the Company made a
payment of $100,000 to the Sellers of LogicMark.
On
November 3, the Company issued 60,000 shares of its common stock for the payment of services with a grant date fair market value
of $157,800.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our financial condition and results of operations for the nine and three months ended September
30, 2016 should be read together with our condensed consolidated financial statements and related notes included elsewhere in
this quarterly report. This discussion contains forward-looking statements and information relating to our business that reflect
our current views and assumptions with respect to future events and are subject to risks and uncertainties that may cause our
or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking
statements speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable
law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any
update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or
to conform these statements to actual results.
Overview
Nxt-ID,
Inc. (the “Company”) is a Delaware corporation formed on February 8, 2012. We were initially known as Trylon Governmental
Systems, Inc. We changed our name to Nxt-ID, Inc. on June 25, 2012 to reflect our primary focus on our growing security, biometric
identification, m-commerce and secure mobile platforms.
On
June 25, 2012, the Company acquired 100% of the membership interests in 3D-ID LLC
(“3D-ID”), a limited
liability company formed in Florida in February 2011 and owned by the Company’s founders
.
By acquiring 3D-ID, the Company gained the rights to a portfolio of patented technology in the field of three-dimensional facial
recognition and imaging including 3D facial recognition products for access control, law enforcement and travel and immigration.
3D-ID
was an early stage company engaged in the design, research and development, integration, analysis, modeling, system networking,
sales and support of intelligent surveillance, three-dimensional facial recognition and three-dimensional imaging devices and
systems primarily for identification and access control in the security industries. Since the Company’s acquisition of 3D-ID
was a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”)
805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carrying amounts in the accounts
of Nxt-ID on the date that 3D-ID was organized, February 14, 2011.
On
July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest
Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the
“LogicMark Sellers”), dated May 17, 2016 (the “Interest Purchase Agreement”). Pursuant to the
Interest Purchase Agreement, we acquired all of the membership interests of LogicMark from the LogicMark Sellers for (i)
$17.5 million in cash consideration (ii) $2.5 million in a secured promissory note
(the
“LogicMark Note”) issued to LogicMark Investment Partners, LLC, as representative of the LogicMark Sellers (the
“LogicMark Representative”)
(iii) 78,740 shares of common stock,
which were issued upon signing of the Interest Purchase Agreement (the “LogicMark Shares”), and (iv) warrants
(the “LogicMark Warrants,” and together with the WVH Warrant, the “Warrants”) to purchase an
aggregate of 157,480 shares of common stock (the “LogicMark Warrant Shares”) for no additional
consideration. In addition, we may be required to pay the LogicMark Sellers earn-out payments of (i) up to $1,500,000 for
calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth
in the Interest Purchase Agreement.
The LogicMark Note had a maturity date of September 23, 2016 but was extended to
October 31, 2016. As of October 31, 2016, the Company and the LogicMark Sellers are in the process of arranging payment on
the Note. It accrues interest at a rate of 15% per annum.
The
LogicMark Warrants
were all exercised on July 27, 2016.
On
July 25, 2016, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively,
the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders
extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt
Financing”). The maturity date of the Revolving Loan is July 25, 2017, and the Revolving Loan bears interest at a rate of
15% per annum.
We
are a security technology company that is focused on products, solutions, and services for security in finance, assets and
healthcare. Our core technologies consist of those that support digital payments, biometric identification, encryption,
sensors, and miniaturization. We have four distinct lines of business that we are currently pursuing, which are in various
stages of development: mobile commerce (“m-commerce”), primarily through the application of secure digital
payment technologies, biometric access control applications, Department of Defense contracting and security in healthcare
through medical alert systems. Our initial efforts have primarily focused on the development of our secure products for the
growing m-commerce market. On December 31, 2015, we entered into a Master Product Development Agreement (the
“Development Agreement”) with WorldVentures Holdings, LLC (“WVH”). The Development Agreement
commenced on December 31, 2015, and has an initial term of two (2) years (the “Initial Term”). Thereafter, the
Development Agreement will automatically renew for additional successive one (1) year terms (each a
“Renewal Term”) unless and until WVH provides written notice of non-renewal at least thirty (30) days prior to
the end of the Initial Term or then-current Renewal Term. The Company currently has a purchase order for up to $15 million
to supply innovative smart cards designed exclusively for WVH.
We
believe that our MobileBio® products will provide distinct advantages within the m-commerce market by improving mobile security.
Currently most mobile devices continue to be protected simply by PIN numbers. This security methodology is easily duplicated on
another device and can easily be spoofed or hacked. Our security paradigm is Dynamic Pairing Codes (“DPC”). DPC is
a new, proprietary method, to secure users, devices, accounts, locations and servers over any communication media by sharing key
identifiers, including biometric-enabled identifiers, between end-points by passing dynamic pairing codes (random numbers) between
end-points to establish sessions and/or transactions without exposing identifiers or keys. The recent high-level breaches of personal
credit card data raises serious concerns among consumers about the safety of their money. These consumers are also resistant to
letting technology companies learn even more about their personal purchasing habits.
Our
plan also anticipates that we will use our core biometric facial and voice recognition algorithms to develop security applications
(both cloud based and locally hosted) that can be used for companies (for industrial uses, such as enterprise computer networks)
as well as individuals (for consumer uses, such as smart phones, tablets or personal computers), law enforcement, the defense
industry, and the U.S. Department of Defense. Our biometric access control applications and defense contracting opportunities
are still in their emerging growth stages.
The
Company’s wholly owned subsidiary, LogicMark, LLC, manufactures and distributes nonmonitored and monitored personal emergency
response systems sold through the United States Department of Veterans Affairs, healthcare
durable medical equipment dealers and distributors and monitored security dealers and distributors.
We
have incurred net losses since our inception. In order to execute our long-term strategic plan to develop and commercialize our
core products we will need to raise additional funds through public or private equity offerings, debt financings, or other means.
We can give no assurance that the cash raised subsequent to September 30, 2016 or any additional funds raised will be sufficient
to execute our business plan. These conditions raise substantial doubt about our ability to continue as a going concern. We can
give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient
revenue to alleviate these conditions.
We
commenced shipping of the Wocket® at the end of the second quarter of 2015, primarily to tech savvy consumers. The
implementation of the EMV chip point of sale (“POS”) terminals in the United States has limited the number of POS
systems where the Wocket® can be used, so we have postponed the full launch of the product in the United States until
we are able to implement Near Field Communication (“NFC”) technology on the Wocket® as well as our
dynamic magnetic stripe technology. NFC is a similar technology to ApplePay and AndroidPay and works at many EMV enabled
POS Terminals. We intend to re-launch Wocket® in the United States once NFC is operational. Current Wocket® inventory
is hardware enabled for this purpose and we are finalizing the software arrangements with banks and major payment companies
to implement this technology. We anticipate re-introducing the Wocket® in the United States with NFC capability in 2017
as our current resources are focused on maximizing the WVH opportunity.
Results
of Operations
Comparison
of nine and three months ended September 30, 2016 and September 30, 2015
Revenue.
Our
revenues for the nine and three months ended September 30, 2016 were $3,174,151 and $3,093,356, respectively. Our revenues for
the nine and three months ended September 30, 2015 were $533,529 and $418,128, respectively. The increase in revenues for the
nine and three months ended September 30, 2016 as compared to the nine and three months ended September 30, 2015 is primarily
attributable to the LogicMark acquisition and to a lesser extent the billing to WVH for engineering services
related to the smart card. The LogicMark operating results are included from the acquisition date of July 25, 2016 through September
30, 2016. Our revenues for the nine and three months ended September 30, 2016 also included shipments of the Wocket® for new
customer orders, whereas our revenues for the nine and three months ended September 30, 2015 were mostly related to the shipments
of the Wocket® to our early access pre-order customers.
Cost
of Revenue.
The
increase in our gross margin for the nine and three months ended September 30, 2016 was primarily attributable to the
inclusion of the LogicMark operating results for the period July 25, 2016 through September 30, 2016. Our gross margin
continues to be negatively impacted by selling the Wocket® in small quantities to wholesale customers below cost as well
as incurring scrap expense relating primarily to low early stage production yield. We expect that our future
selling price to wholesale customers will continue to be less on a per unit basis as compared to our selling price per unit
to our direct customers until we relaunch the product with NFC capability, which we anticipate to be in 2017. Based on the
composition of our order intake during the nine and three months ended September 30, 2016, we do not believe that any further
lower of cost or market adjustment is required.
Operating
Expenses.
Operating expenses for the nine months ended September 30, 2016 totaled $7,394,565 and consisted of
research and development expenses of $824,888, selling and marketing expenses of $1,910,030 and general and administrative
expenses of $4,659,647. The research and development expenses relate primarily to salaries and consulting services of
$392,991, as well as expenses of $218,584 primarily related to the design and development the smart card for WVH and
manufacturing of the Wocket®. Selling and marketing expenses consisted primarily of salaries and consulting services of
$532,866 and advertising and promotional expenses, including trade shows, of $412,351. General and administrative expenses
for the nine months ended September 30, 2016 consisted of salaries and consulting services of $787,758, accrued management
and employee incentives of $450,000, legal, audit and accounting fees of $1,425,975 and fees incurred of $609,466 related to
the acquisition of LogicMark. Also included in general and administrative expenses is $282,300 in non-cash stock compensation
to consultants and board members.
For
the nine months ended September 30, 2015, operating expenses totaled $7,357,397 and consisted of research and development expenses
of $2,246,421, selling and marketing expenses of $2,284,253 and general and administrative expenses of $2,826,723. The research
and development expenses relate primarily to salaries and consulting services of $1,163,114, as well as test materials and prototypes
necessary for the design, development and manufacturing of the Wocket® of $517,110. Selling and marketing expenses consisted
primarily of salaries and consulting services of $445,820 and advertising and promotional expenses, including trade shows of $1,238,251.
General and administrative expenses for the nine months ended September 30, 2015 consisted of salaries and consulting services
of $718,932, accrued management and employee incentives of $568,875, legal, audit and accounting fees of $316,672 and consulting
fees for public relations of $233,293. General and administrative expenses also included $1,122,801 in non-cash stock compensation
to employees, consultants and board members.
Operating
expenses for the three months ended September 30, 2016 totaled $2,818,922 and consisted of research and development expenses of
$80,208, selling and marketing expenses of $792,481 and general and administrative expenses of $1,946,233. The research and development
expenses relate primarily to the design, development and manufacturing of the smart card for WVH. Selling and marketing expenses
consisted primarily of salaries and consulting services of $219,595, merchant processing fees of $74,008 and sales commissions
of $57,585. General and administrative expenses for the three months ended September 30, 2016 consisted of salaries and consulting
services of $328,565, accrued management and employee incentives of $150,000, legal, audit and accounting fees of $605,488 and
fees incurred of $275,948 related to the acquisition of LogicMark. Also included in general and administrative expenses is $87,028
in non-cash stock compensation to consultants and board members.
For
the three months ended September 30, 2015, operating expenses totaled $2,856,011 and consisted of research and development expenses
of $732,406, selling and marketing expenses of $970,987 and general and administrative expenses of $1,152,618. The research and
development expenses relate primarily to salaries and consulting services of $440,759, as well as test materials and prototypes
necessary for the design, development and manufacturing of the Wocket® of $155,394. Selling and marketing expenses consisted
primarily of salaries and consulting services of $153,741 and advertising and promotional expenses, including trade shows of $622,532.
General and administrative expenses for the three months ended September 30, 2015, consisted of salaries and consulting services
of $274,396, accrued management and employee incentives of $189,625, legal, audit and accounting fees of $169,493 and consulting
fees for public relations of $154,868. General and administrative expenses also included 376,578 in non-cash stock compensation
to employees, consultants and board members.
Our
operating expenditures for the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015
remained relatively flat at approximately $7,300,000. Our research and development expenses relating to the development of
the Company’s biometric wallet, as well as our advertising and promotional expenses, decreased for the nine
months ended September 30, 2016 versus the corresponding period in 2015. These reductions in expenses were offset by higher
legal, audit and accounting fees and expenses incurred related to the acquisition of LogicMark as well as research and
development for the WVH smart card.
Net
Loss.
The net loss for the nine months ended September 30, 2016 was $10,368,921 and resulted in part from the operational
expenses incurred during the nine months ended September 30, 2016. In addition, the net loss was attributable to interest expense
incurred of $1,684,959, unfavorable changes in fair value of derivative liabilities of $2,299,020 and a loss on extinguishment
of debt of $272,749 resulting from the accelerated installment payments made during the nine months ended September 30, 2016.
The net loss for the nine months ended September 30, 2015 was $9,040,415, and resulted primarily from $7,357,397 of operational
expenses incurred during the nine months ended September 30, 2015. Also during the nine months ended September 30, 2015, the Company
incurred inducement expense of $755,000 related to the Waiver Agreement that was entered into on April 23, 2015, and the change
in the conversion price related to the 8% Convertible Notes issued on July 27, 2015, and interest expense of $760,782 resulting
from the interest on the convertible notes and the amortization of both the convertible note discount and the deferred debt issuance
costs stemming from the issuance of the Convertible Notes on April 24, 2015.
Liquidity
and Capital Resources
We
have incurred an operating loss and a net loss of $6,107,216 and $10,368,921, respectively, for the nine months ended September
30, 2016.
Cash
and Working Capital.
As of September 30, 2016, the Company had cash and stockholders’ equity of $1,583,458 and
$3,602,668, respectively. At September 30, 2016, the Company had a working capital deficiency of $2,155,873. During the nine
months ended September 30, 2016, the Company received $2,269,775 in net proceeds from the issuance of Series A Preferred
Stock and $4,090,000 in net proceeds from the issuance of Series B Preferred Stock.
Cash
Used in Operating Activities.
Our primary ongoing uses of operating cash relate to payments to subcontractors and vendors
for research and development, salaries and related expenses and professional fees. Our vendors and subcontractors generally
provide us with normal trade payment terms. During the nine months ended September 30, 2016, net cash used in operating activities
totaled $3,016,089, which was comprised of a net loss of $10,368,921, positive non-cash adjustments to reconcile net loss to net
cash used in operating activities of $4,717,109, and changes in operating assets and liabilities of positive $2,635,723, as compared
to net cash used in operating activities of $6,342,943 for the nine months ended September 30, 2015, which was comprised of a
net loss of $9,040,415, positive non-cash adjustments to reconcile net loss to net cash used in operating activities of $2,716,175,
and changes in operating assets and liabilities of negative $18,703.
Cash
Used in Investing Activities
. During the nine months ended September 30, 2016, net cash used in investing activities amounted
to $15,934,698 and was related to changes in restricted cash of $1,494,665 which is primarily attributable to the cash proceeds
received as a result of the transaction with WVH offset in part by purchases of tooling of $39,073. In addition, the Company used
$17,390,290 in cash to acquire LogicMark net of cash acquired. During the nine months ended September 30, 2015, net cash used
in investing activities totaled $336,996 and was related to the purchases of equipment and tooling of $335,040 and favorable changes
in restricted cash of $1,956.
Cash
Provided by Financing Activities.
During the nine months ended September 30, 2016, the Company received net proceeds of
$2,269,775 from the issuance of Series A Preferred Stock and $4,090,000 in net proceeds from the issuance of Series B
Preferred Stock. The Company also received net proceeds from the revolving credit facility which were used in part to fund
the LogicMark acquisition. In addition, the Company received proceeds of $50,000 in connection with the exercise of 100,000
warrants into 100,000 shares of common stock. The Company also paid down $250,000 of the seller’s note resulting from
the LogicMark acquisition. During the nine months ended September 30, 2015, the Company received proceeds of $650,000 in
connection with the exercise of 325,000 warrants into 325,000 shares of common stock. In addition, the Company received
$1,481,500 in net proceeds from the issuance of April Convertible Notes on April 24, 2015, and we received $2,494,522 in net
proceeds related to the August 4, 2015 equity offering.
Sources
of Liquidity.
We are an early stage company and have generated losses from operations since inception. We incurred a
net loss of $10,368,921 during the nine months ended September 30, 2016, which included an aggregate $4,717,109 of adjustments
to reconcile the Company’s net loss to net cash used in operating activities. As of September 30, 2016, the Company had
negative working capital and stockholders’ equity of $2,155,873 and $3,602,668, respectively.
In
order to execute the Company’s long-term strategic plan to develop and commercialize its core products, the Company
will need to raise additional funds through public or private equity offerings, debt financings, or other means. The Company
can give no assurance that the cash raised prior to or subsequent to September 30, 2016, or any additional funds raised, will
be sufficient to execute its business plan. Additionally, the Company can give no assurance that additional funds will be
available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate the going
concern. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern.
Off
Balance Sheet Arrangements
We
do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements
or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have
not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market or credit
risk that could arise if we had engaged in such relationships.
Recent
Accounting Pronouncements
In
August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts
and Cash Payments” (“ASU 2016-15”). ASU 2016-15 is intended to address how certain cash receipts and cash payments
are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective
of reducing the existing diversity in practice. The amendments are effective for public business entities for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the ASU 2016-15 and
does not believe this ASU will have a material impact on its condensed consolidated financial statements.
In
May 2016, the FASB issued ASU No. 2016-12 ("ASU 2016-12"), "Revenue from Contracts with Customers (Topic 606):
Narrow- Scope Improvements and Practical Expedients." ASU 2016-12 will affect all entities that enter into contracts with
customers to transfer goods or services (that are an output of the entity's ordinary activities) in exchange for consideration.
The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect
narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation
of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments
in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating
the effect that ASU 2016-12 will have on the Company's financial position and results of operations.
In
April 2016, the FASB issued ASU No. 2016-10 (“ASU 2016-10”), “Revenue from Contracts with Customers (Topic 606):
Identifying Performance Obligations and Licensing." ASU 2016-10 will affect all entities that enter into contracts with customers
to transfer goods or services (that are an output of the entity's ordinary activities) in exchange for consideration. The amendments
in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update clarify the following
two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related
principles for those areas. The effective date and transition requirements for the amendments in this update are the same as the
effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-10 will
have on the Company's financial position and results of operations.
In
March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718):
Improvements to Employee Share- Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment
awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas
for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash
flows. The company is currently evaluating the effect that ASU 2016-09 will have on the Company’s financial position and
results of operations.
In
February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02
establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition
approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest
comparative period presented in the financial statements, with certain practical expedients available. The Company is currently
assessing the potential impact of ASU 2016-02 on its financial statements and related disclosures.
In
January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall
(Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure
of financial instrument. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2016-01 will have
on the Company’s financial position and results of operations.
In
April 2015, the FASB issued Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying
the Presentation of Debt Issuance Costs (“ASU 2015-03”), which provides guidance for simplifying the presentation
of debt issuance costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction
from the carrying amount of debt liability, consistent with debt discounts or premiums. This guidance will be effective for fiscal
years beginning after December 15, 2015, and early adoption is permitted for financial statements that have not been previously
issued. The standard requires application on a retrospective basis and represents a change in accounting principle. In addition,
in August 2015, Accounting Standards Update 2015-15, Interest - Imputation of Interest (“ASU 2015-15”), was released,
which codified guidance pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting
about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the
absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15
states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing
the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any
outstanding borrowings on the line-of-credit arrangement. The impact of ASU 2015-03 and ASU 2015-15 on the Company’s financial
statements includes a reclassification of deferred debt issuance costs related to the Company’s convertible notes payable
to be presented in the consolidated balance sheets as a direct deduction from the carrying amount of those borrowings. The Company
adopted this accounting guidance in the first quarter of 2016.
In
May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09,
Revenue
from Contracts with Customers
(“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict
the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps:
(1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction
price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when
(or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount,
timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 is effective
for annual reporting periods beginning after December 15, 2017 with early adoption not permitted. The amendments may be applied
retrospectively to each period presented or with the cumulative effect recognized as of the date of initial application. The Company
is currently evaluating ASU 2014-09. In August 2015 the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts
with Customers (“ASU 2015-04”), which defers the effective date of Update 2014-09 until annual reporting periods begin
after December 15, 2017.
In
August 2014, the FASB issued Accounting Standards Update No. 2014-15,
Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern
(“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide
guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability
to continue as a going concern and to provide related footnote disclosures. Specifically, the amendments (1) provide a definition
of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering
the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result
of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is
not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. ASU
2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. The
Company has adopted ASU 2014-15 and has made the required disclosures in Note 2.