NanoVibronix (NAOV) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	1,326,706
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	NVBXU
Entity Common Stock, Shares Outstanding		2,632,710

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 51	$ 106
Trade receivables	4	6
Prepaid expenses and other accounts receivable	44	42
Inventories	60	67
Total current assets	159	221
NON-CURRENT ASSETS:
Long-term prepaid expense	5	5
Severance pay fund	272	257
Property and equipment, net	10	11
Total non- current assets	287	273
Total assets	446	494
CURRENT LIABILITIES:
Trade payables	123	82
Other accounts payable	508	483
Total current liabilities	631	565
LONG-TERM LIABILITIES:
Convertible promissory notes	134	0
Warrants to purchase Common stock	2,114	2,079
Accrued severance pay	370	349
Total long-term liabilities	2,618	2,428
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' DEFICIENCY:
Stock capital -Common stock of $ 0.001 par value -Authorized: 24,000,000 shares at March 31, 2017 and December 31, 2016; Issued and outstanding: 2,632,710 and 2,632,710 shares at March 31, 2017 and December 31, 2016, respectively.	2	2
Additional paid-in capital	21,487	20,073
Accumulated deficit	(24,294)	(22,576)
Total stockholders' deficiency	(2,803)	(2,499)
Total liabilities and stockholders' deficiency	446	494
Series C Preferred Stock [Member]
STOCKHOLDERS' DEFICIENCY:
Series C Preferred stock of $ 0.001 par value -Authorized: 5,500,000 shares at March 31, 2017 and December 31, 2016; Issued and outstanding: 1,951,261 shares at March 31, 2017 and December 31, 2016, respectively.	2	2
Total stockholders' deficiency	$ 2	$ 2

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	24,000,000	24,000,000
Common Stock, Shares, Issued	2,632,710	2,632,710
Common Stock, Shares, Outstanding	2,632,710	2,632,710
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,500,000	5,500,000
Preferred Stock, Shares Issued	1,951,261	1,951,261
Preferred Stock, Shares Outstanding	1,951,261	1,951,261

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues	$ 52	$ 57
Cost of revenues	16	27
Gross profit	36	30
Operating expenses:
Research and development	150	114
Selling and marketing	94	145
General and administrative	593	245
Total operating expenses	838	504
Operating loss	802	474
Financial expense, net	64	12
Loss before taxes on income	866	486
Taxes on income	11	9
Net loss	877	495
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017	841	0
Total comprehensive loss attributable to holders of Common Stock	$ 1,718	$ 495
Net Common stock and Preferred C stock basic and diluted loss per share (Note 8)	$ (0.37)	$ (0.11)
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share (Note 8)	4,583,971	4,572,452

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) $ in Thousands	Total	Preferred C stocks	Common stocks		Additional paid-in capital	Accumulated deficit
Balance at Dec. 31, 2015	$ (209)	$ 2	$ 2		$ 19,521	$ (19,734)
Balance (in shares) at Dec. 31, 2015		1,951,261	2,611,328
Issuance of Common stocks upon exercise of options	33	$ 0		[1]	33	0
Issuance of Common stocks upon exercise of options (in shares)		0	12,382
Issuance of Common stocks to consultant	0	$ 0		[1]	0	0
Issuance of Common stocks to consultant (in shares)		0	9,000
Stock-based compensation related to options granted to employees	459	$ 0	$ 0		459	0
ASU 2016-09 adoption, Note 2t	0	0	0		11	(11)
Stock-based compensation related to restricted stocks granted to consultant	49	0	0		49	0
Total comprehensive loss	(2,831)	0	0		0	(2,831)
Balance at Dec. 31, 2016	(2,499)	$ 2	$ 2		20,073	(22,576)
Balance (in shares) at Dec. 31, 2016		1,951,261	2,632,710
Stock-based compensation related to options granted to employees	351	$ 0			351	0
Issuance of warrants to Common stock	222	0			222
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017	0				841	(841)
Total comprehensive loss	(877)	0	$ 0		0	(877)
Balance at Mar. 31, 2017	$ (2,803)	$ 2	$ 2		$ 21,487	$ (24,294)
Balance (in shares) at Mar. 31, 2017		1,951,261	2,632,710
[1]	Represents an amount lower than $ 1.

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (877)	$ (495)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1	2
Stock-based compensation	351	65
Benefit component of Promissory Notes	5	0
Revaluation of warrants to purchase Common stock	35	1
Decrease (increase) in trade receivables	2	(6)
Decrease (increase) in prepaid expenses and other accounts receivable	(2)	32
Decrease (increase) in inventories	7	(5)
Increase (decrease) in trade payables	42	(15)
Increase in other accounts payable	23	47
Increase in accrued severance pay, net	6	12
Accrued interest on Promissory Notes	2	0
Net cash used in operating activities	(405)	(362)
Cash flows from investment activities:
Purchase of property and equipment	0	(7)
Net cash used in investment activities	0	(7)
Cash flows from financing activities:
Proceeds from issuance of Convertible Promissory Note and warrants	350	0
Proceeds from exercise of options	0	33
Net cash provided by financing activities	350	33
Decrease in cash and cash equivalents	(55)	(336)
Cash and cash equivalents at the beginning of the period	106	1,614
Cash and cash equivalents at the end of the period	$ 51	$ 1,278

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	NOTE 1:- GENERAL a. NanoVibronix, Inc. ("the Company"), a U.S. (Delaware) corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals. The Company's principal research and development activities are conducted in Israel through its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003. b. The Company’s ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and the receipt of additional financing until profitability is achieved. The Company has incurred losses in the amount of $877 during the three month period ended March 31, 2017, has an accumulated deficit of $23,453 as of March 31, 2017 and accumulated negative cash flow from operating activities in the amount of $405. The Company expects to continue incurring losses and negative flows from operations. As a result, the Company will not have sufficient resources to fund its operations for the next twelve months. These conditions raise substantial doubts about the Company’s ability to continue as a going concern. During the next twelve months management expects that the Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as its products do not reach commercial profitability. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it will need to reduce activities, curtail or cease operations. The financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016, as found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2017. The balance sheet for December 31, 2016 was derived from the Company’s audited financial statements for the year ended December 31, 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year. c. On February 9, 2015, the Company filed a Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, to register its Common stock under Section 12(g) of that act. The Form 10 was effective on April 10, 2015.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2016 are applied consistently in these financial statements.

UNAUDITED INTERIM FINANCIAL STA

UNAUDITED INTERIM FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Financial Statements [Text Block]	UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements as of March 31, 2017 have been prepared in accordance with the U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2017 and the Company’s consolidated results of operation and the consolidated cash flows for the three months ended March 31, 2017.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value, Measurement Inputs, Disclosure [Text Block]	NOTE 4:- FAIR VALUE MEASUREMENTS ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During February 2013, the Company signed a convertible Promissory Notes agreement (the “Agreement”) pursuant to which the Company issued secured convertible Promissory Notes (the “Notes”) to certain investors on February 5, 2013. On each of March 28, 2013, June 3, 2013, August 5, 2013, October 7, 2013, December 9, 2013, February 6, 2014, April 1, 2014, May 15, 2014, June 16, 2014, August 7, 2014, September 7, 2014, October 13, 2014, November 19, 2014 and December 11, 2014, the Agreement and the Notes were amended and restated to increase the principal amount by $ 100 37,594 100 2.66 In April 2015, the holders of the Notes elected to convert the outstanding principal and interest thereunder into shares of the Company’s series C preferred stock. On that date, an aggregate principal balance of $ 1,500 106 603,769 The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in fair value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense. March 31, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 49.1%-64.74% 63.2%-67.1% Risk-free interest (3) 1.00%-1.43% 0.77%-0.88% Expected term (years) (4) 0.9-2.7 1.7-3.6 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants 35 Balance at March 31, 2017 $ 2,114 Effective as of January 27, 2017, the Company entered into amendments to its two-year warrants (the “Warrant Amendment”) to purchase an aggregate of 420,000 3.00 420,000 6.00 266,667 3.00 266,667 6.00 January 29, 2019 140,000 3.00 140,000 6.00 February 10, 2019 13,333 3.00 13,333 6.00 February 23, 2019 840,000 841 In March 2017, the Company completed a bridge financing, pursuant to which the Company received from four investors $ 350 350 140,000 5.90 March 31, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. In addition, the Company’s financial instruments also include cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, trade payables and other accounts payable. The fair value of these financial instruments was not materially different from their carrying values as of March 31, 2017 due to the short-term maturities of such instruments.

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	CONVERTIBLE PROMISSORY NOTES On March 1 and March 23, 2017, the Company completed bridge financings, pursuant to which the Company received from four accredited investors an aggregate of $ 350 350 140,000 5.90 The principal amount and all accrued but unpaid interest on the 2017 Notes will become due and payable on the date (the “Maturity Date”) that is the earlier of the (i) 5-year anniversary of the date of issuance, or (ii) the date the Company completes an equity financing pursuant to which the Company issues and sells shares of capital stock resulting in aggregate proceeds of at least $ 2,000 6 at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s capital stock. As a result of issuing the warrants and as a result of the discount on the conversion price of the 2017 Notes, the Company recorded in the quarter ended March 31, 2017 a benefit component in the amount of $ 222

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' DEFICIENCY	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 6:- STOCKHOLDERS’ DEFICIENCY Stock based compensation During the three-month period ended March 31, 2017 and 2016, the Company recorded share based compensation in a total amount of $ 351 65 In connection with the resignation of a director from our board of directors, on March 30, 2017, we amended the option agreement, dated March 25, 2015, we entered into an agreement with the resigned director for the grant of an option to purchase 30,000 2.57 40,000 5.35 98 As of March 31, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 865 3.4

COMMITMENTS AND CONTINGENT LIAB

COMMITMENTS AND CONTINGENT LIABILITIES	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES The Company leases office facilities and motor vehicles under operating leases, which expire on various dates, the latest of which is July 31, 2017. Nine months ending December 31, Operating leases 2017 $ 9 Total $ 9 The Company leases motor vehicles under cancelable lease agreements. The Company has an option to be released from this lease agreement, which may result in penalties in a maximum amount of approximately $ 5 Rent and related expenses were $ 6 8 Motor vehicle leases and related expenses were $ 5 8 b. Royalties to the Office of the Chief Scientist ("the OCS"): Under the Company's subsidiary research and development agreements with the OCS and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3 3.5 As of March 31, 2017, there are no sales from the funded project and 492

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share [Text Block]	NOTE 8:- LOSS PER SHARE All outstanding share options and warrants for the three months ended March 31, 2017 and 2016 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all periods presented. Retrospective adjustment of net loss per share information The Company has shares of Series C Preferred Stock outstanding which were issued in early 2015. The specific terms and conditions of the Series C Preferred Shares are disclosed in Note 10 to the Company’s December 31, 2015 audited consolidated financial statements which should be read along with these unaudited interim consolidated financial statements. When preparing its consolidated financial statements for the year ended December 31, 2015, its interim consolidated financial statements for the respective quarters and year to date periods contained during 2015, and also the interim consolidated financial statements for the quarter ended March 31, 2016, the Company considered these convertible security to be a common stock equivalents but excluded them from its dilutive earnings (loss) per share computation as it concluded that the securities would be anti-dilutive in nature if or when converted. However, upon further analysis and when preparing it interim consolidated financial statements for the second quarter of 2016, the Company has concluded that these securities participate equally with common shares in the profits, losses and liquidation values of the Company, and while limited in voting they can be readily converted into voting common shares at any time. The Company has concluded that they are participating securities that should have been included as a component of both basic and dilutive earnings (loss) per share for all periods previously presented. Quarter Quarter Six months Quarter Nine months Quarter ended ended ended ended ended Year ended ended March 31, June 30, June 30, September September December March 31, 2015 2015 2015 30, 2015 30, 2015 31, 2015 2016 Net loss 630 434 1,064 1,039 2,103 2,884 495 Weighted average common shares as previously reported 281,543 2,388,220 1,336,085 2,611,328 1,767,417 1,978,395 2,621,191 Weighted average Series C Preferred shares outstanding 460,127 1,839,468 1,151,216 1,951,261 1,421,819 1,557,953 1,951,261 Basic and dilutive weighted average shares outstanding, as adjusted 741,670 4,227,688 2,487,301 4,562,589 3,189,236 3,536,348 4,572,452 Basic and dilutive loss per share, as adjusted (0.85) (0.10) (0.43) (0.23) (0.66) (0.82) (0.11) The Company has retrospectively adjusted for the foregoing matter in the accompanying interim consolidated financial statements for the three months ended March 31, 2016.

GEOGRAPHIC INFORMATION AND MAJO

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Reporting Disclosure [Text Block]	NOTE 9:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment, and derives revenues from selling its products directly to patients as well as through distributor agreements. Three months ended March 31, 2017 2016 United States $ 20 $ 19 Europe 16 21 Israel - 1 India 3 6 Rest of the world 12 10 $ 51 $ 57 During the three month period ended March 31, 2017 and 2016, revenues from distributors accounted 35 40 The Company's long-lived assets are all located in Israel.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 10:- SUBSEQUENT EVENTS The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its interim consolidated financial statements as of March 31, 2017 (unaudited) and for the three months period then ended (unaudited), the Company evaluated subsequent events through May 15, 2017 the date that the consolidated financial statements were issued. In May 2017, the Company completed an additional bridge financing, pursuant to which the Company received from two investors $ 130 130 52,000 5.90 . The material terms of the notes and the warrants issued in the additional bridge financing are identical to the material terms of the notes and the warrants issued in the bridge financings closed in March 2016.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	Fair value measurement using significant unobservable inputs (Level 3): Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants 35 Balance at March 31, 2017 $ 2,114
Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]	March 31, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 49.1%-64.74% 63.2%-67.1% Risk-free interest (3) 1.00%-1.43% 0.77%-0.88% Expected term (years) (4) 0.9-2.7 1.7-3.6 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants.
Amended Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]	March 31, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants.

COMMITMENTS AND CONTINGENT LI18

COMMITMENTS AND CONTINGENT LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Operating Leases of Lessee Disclosure [Table Text Block]	Future minimum lease commitments under non-cancelable operating lease agreements as of March 31, 2017 are as follows: Nine months ending December 31, Operating leases 2017 $ 9 Total $ 9

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Adjusted figures are presented below to reflect this revised conclusion. Quarter Quarter Six months Quarter Nine months Quarter ended ended ended ended ended Year ended ended March 31, June 30, June 30, September September December March 31, 2015 2015 2015 30, 2015 30, 2015 31, 2015 2016 Net loss 630 434 1,064 1,039 2,103 2,884 495 Weighted average common shares as previously reported 281,543 2,388,220 1,336,085 2,611,328 1,767,417 1,978,395 2,621,191 Weighted average Series C Preferred shares outstanding 460,127 1,839,468 1,151,216 1,951,261 1,421,819 1,557,953 1,951,261 Basic and dilutive weighted average shares outstanding, as adjusted 741,670 4,227,688 2,487,301 4,562,589 3,189,236 3,536,348 4,572,452 Basic and dilutive loss per share, as adjusted (0.85) (0.10) (0.43) (0.23) (0.66) (0.82) (0.11)

GEOGRAPHIC INFORMATION AND MA20

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]	The following is a summary of revenues within geographic areas: Three months ended March 31, 2017 2016 United States $ 20 $ 19 Europe 16 21 Israel - 1 India 3 6 Rest of the world 12 10 $ 51 $ 57

GENERAL (Details Textual)

GENERAL (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Net Income (Loss) Attributable to Parent	$ 877	$ 495
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	(405)	$ (362)
Retained Earnings (Accumulated Deficit)	$ (24,294)		$ (22,576)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Dividend yield	[1]	0.00%	0.00%
Amended Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Dividend yield	[1]	0.00%
Expected term (years)	[2]	7 years
Minimum [Member] | Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	[3]	49.10%	63.20%
Risk-free interest	[4]	1.00%	0.77%
Expected term (years)	[2]	10 months 24 days	1 year 8 months 12 days
Minimum [Member] | Amended Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	[3]	65.16%
Risk-free interest	[4]	2.23%
Maximum [Member] | Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	[3]	64.74%	67.10%
Risk-free interest	[4]	1.43%	0.88%
Expected term (years)	[2]	2 years 8 months 12 days	3 years 7 months 6 days
Maximum [Member] | Amended Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	[3]	65.80%
Risk-free interest	[4]	2.27%
[1]	Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.
[2]	Expected term - was based on the maturity date of the warrants.
[3]	Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants.
[4]	Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

FAIR VALUE MEASUREMENTS (Deta23

FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrants	$ (35)	$ (1)
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2017	2,079
Change in fair value of warrants	35
Balance at March 31, 2017	$ 2,114

FAIR VALUE MEASUREMENTS (Deta24

FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended		13 Months Ended	23 Months Ended
	Mar. 23, 2017	Feb. 28, 2017	Apr. 30, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2014	Dec. 31, 2014	Feb. 28, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	140,000			140,000				37,594
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.90			$ 5.90				$ 2.66
Proceeds From Issuance Of Warrants And Notes						$ 100	$ 100
Preferred Stock Dividends and Other Adjustments				$ 841	$ 0
Warrants Expiration Period One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Expiration Period		Jan. 29, 2019
Warrants Expiration Period Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Expiration Period		Feb. 10, 2019
Warrants Expiration Period Three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Expiration Period		Feb. 23, 2019
Warrant Amendment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				840,000
Exercise Price One [Member] | Warrants Expiration Period One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		266,667
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3
Exercise Price One [Member] | Warrants Expiration Period Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		140,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3
Exercise Price One [Member] | Warrants Expiration Period Three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		13,333
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3
Exercise Price One [Member] | Amendment 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		420,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3
Exercise Price Two [Member] | Warrants Expiration Period One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		266,667
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 6
Exercise Price Two [Member] | Warrants Expiration Period Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		140,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 6
Exercise Price Two [Member] | Warrants Expiration Period Three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		13,333
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 6
Exercise Price Two [Member] | Amendment 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		420,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 6
Convertible Promissory Note Agreement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from Short-term Debt				$ 350
Bridge Loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from Short-term Debt	$ 350			$ 350
Series C Preferred Stock [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Conversion, Converted Instrument, Shares Issued			603,769
Debt Instrument, Annual Principal Payment			$ 1,500
Debt Instrument, Increase, Accrued Interest			$ 106

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 23, 2017	Mar. 31, 2017	Mar. 31, 2016	Feb. 28, 2013
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	140,000	140,000		37,594
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.90	$ 5.90		$ 2.66
Proceeds from Issuance or Sale of Equity		$ 350	$ 0
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Debt Instrument, Convertible, Terms of Conversion Feature	at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Companys capital stock.
Minimum [Member]
Proceeds from Issuance or Sale of Equity	$ 2,000
Bridge Loan [Member]
Proceeds from Short-term Debt	350	350
Convertible Promissory Notes [Member]
Debt Instrument Benefit Component		$ 222
Debt Instrument, Face Amount	$ 350

STOCKHOLDERS' DEFICIENCY (Detai

STOCKHOLDERS' DEFICIENCY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 30, 2017	Mar. 31, 2017	Mar. 31, 2016
Class of Stock [Line Items]
Share-based Compensation		$ 351	$ 65
Employee Stock Option [Member]
Class of Stock [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total		$ 865
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		3 years 4 months 24 days
Employee Stock Option [Member] | Director [Member]
Class of Stock [Line Items]
Share-based Compensation	$ 98
Employee Stock Option [Member] | Director [Member] | March 25, 2015 [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	30,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 2.57
Employee Stock Option [Member] | Director [Member] | July 18, 2016 [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	40,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 5.35

COMMITMENTS AND CONTINGENT LI27

COMMITMENTS AND CONTINGENT LIABILITIES (Details) $ in Thousands	Mar. 31, 2017USD ($)
Operating Leases, Future Minimum Payments Due, Quarter Ended Maturity [Abstract]
2,017	$ 9
Total	$ 9

COMMITMENTS AND CONTINGENT LI28

COMMITMENTS AND CONTINGENT LIABILITIES (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Leased Assets [Line Items]
Contingent Obligation to Royalty	$ 492
Vehicles [Member]
Operating Leased Assets [Line Items]
Operating Leases, Rent Expense, Net, Total	5	$ 8
Penalties For Cancellation Of Operating Lease Agreements	5
Office Equipment [Member]
Operating Leased Assets [Line Items]
Operating Leases, Rent Expense, Net, Total	$ 6	$ 8
Maximum [Member]
Operating Leased Assets [Line Items]
Percentage of Royalty on sales	3.50%
Minimum [Member]
Operating Leased Assets [Line Items]
Percentage of Royalty on sales	3.00%

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Sep. 30, 2015	Dec. 31, 2015
Net loss		$ 495	$ 1,039	$ 434	$ 630	$ 1,064	$ 2,103	$ 2,884
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share	4,583,971	4,572,452	4,562,589	4,227,688	741,670	2,487,301	3,189,236	3,536,348
Basic and dilutive loss per share, as adjusted	$ (0.37)	$ (0.11)	$ (0.23)	$ (0.10)	$ (0.85)	$ (0.43)	$ (0.66)	$ (0.82)
Scenario, Previously Reported [Member]
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share		2,621,191	2,611,328	2,388,220	281,543	1,336,085	1,767,417	1,978,395
Scenario, Adjustment [Member]
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share		1,951,261	1,951,261	1,839,468	460,127	1,151,216	1,421,819	1,557,953

GEOGRAPHIC INFORMATION AND MA30

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 52	$ 57
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	20	19
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	16	21
Israel
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0	1
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3	6
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 12	$ 10

GEOGRAPHIC INFORMATION AND MA31

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Textual)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	35.00%	40.00%

SUBSEQUENT EVENTS (Details Text

SUBSEQUENT EVENTS (Details Textual) - USD ($)	1 Months Ended		3 Months Ended
	May 31, 2017	Mar. 23, 2017	Mar. 31, 2017	Feb. 28, 2013
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		140,000	140,000	37,594
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 5.90	$ 5.90	$ 2.66
Bridge Loan [Member]
Subsequent Event [Line Items]
Proceeds from Short-term Debt		$ 350,000	$ 350,000
Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount		$ 350,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	52,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.90
Subsequent Event [Member] | Bridge Loan [Member]
Subsequent Event [Line Items]
Proceeds from Short-term Debt	$ 130
Subsequent Event [Member] | Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 130