NanoVibronix (NAOV) 10-Q 19 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 15, 2019
Document And Entity Information
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	0001326706
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	001-36445
Entity Incorporation, State or Country Code	DE
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,453,764
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 2,258	$ 896
Trade receivables	175	95
Other accounts receivable and prepaid expenses	310	144
Inventory	104	95
Total current assets	2,847	1,230
Non-current assets:
Fixed assets, net	5	8
Severance pay fund	218	342
Total non-current assets	223	350
Total assets	3,070	1,580
Current liabilities:
Trade payables	186	193
Other accounts payable and accrued expenses	286	447
Due to related party	50
Total current liabilities	522	640
Non-current liabilities:
Accrued severance pay	318	477
Total non-current liabilities	318	477
Total liabilities	840	1,117
Stockholders' equity:
Common stock of $0.001 par value - Authorized: 20,000,000 shares at September 30, 2019 and December 31, 2018; Issued and outstanding: 4,429,964 and 3,801,522 shares at September 30, 2019 and December 31, 2018, respectively	5	4
Additional paid in capital	39,358	32,993
Accumulated deficit	(37,137)	(32,536)
Total stockholders' equity	2,230	463
Total liabilities and stockholders' equity	3,070	1,580
Preferred C Stock [Member]
Stockholders' equity:
Preferred stock	2	2
Preferred D Stock [Member]
Stockholders' equity:
Preferred stock
Preferred E Stock [Member]
Stockholders' equity:
Preferred stock	$ 2

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common stock, at par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	20,000,000	20,000,000
Common stock, issued	4,429,964	3,801,522
Common stock, outstanding	4,429,964	3,801,522
Preferred C Stock [Member]
Preferred stock, at par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued	2,733,142	2,733,142
Preferred stock, outstanding	2,733,142	2,733,142
Preferred D Stock [Member]
Preferred stock, at par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	5,000	5,000
Preferred stock, issued	304	304
Preferred stock, outstanding	304	304
Preferred E Stock [Member]
Preferred stock, at par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	3,999,494	0
Preferred stock, issued	1,810,000	0
Preferred stock, outstanding	1,810,000	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenues	$ 101	$ 54	$ 443	$ 264
Cost of revenues	54	46	136	123
Gross profit	47	8	307	141
Operating expenses:
Research and development	79	121	381	408
Selling and marketing	228	345	820	871
General and administrative	533	868	3,018	1,802
Total operating expenses	840	1,334	4,219	3,081
Loss from operations	(793)	(1,326)	(3,912)	(2,940)
Financial income (expense), net	(20)	(7)	(71)	16
Change in fair value of derivative liabilities			102
Loss on extinguishment of derivative liability			(288)
Warrant modification expense			(412)
Loss before taxes on income	(813)	(1,333)	(4,581)	2,924
Income tax expense	(2)	(11)	(20)	33
Net loss	$ (815)	$ (1,344)	$ (4,601)	$ (2,957)
Basic and diluted net loss available for holders of Common Stock, Preferred C stock and Preferred D stock (in dollars per share)	$ (0.12)	$ (0.21)	$ (0.66)	$ (0.46)
Weighted average common shares outstanding: Basic and diluted (in shares)	7,054,845	6,438,308	7,094,547	6,433,239

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred C Stock [Member]	Preferred D Stock [Member]	Preferred E Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Beginning at Dec. 31, 2017	$ 2			$ 4	$ 32,010	$ (28,382)	$ 3,634
Balance at Beginning (in shares) at Dec. 31, 2017	2,483,142	304		3,935,865
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock as compensation for services (in shares)
Stock-based compensation					666		$ 666
Exercise of Warrants					43		43
Exercise of Warrants (in shares)				31,195
Net loss						(2,957)	(2,957)
Balance at Ending at Sep. 30, 2018	$ 2			$ 4	32,719	(31,339)	1,386
Balance at Ending (in shares) at Sep. 30, 2018	2,483,142	304		3,967,060
Balance at Beginning at Jun. 30, 2018	$ 2			$ 4	32,209	(29,995)	2,220
Balance at Beginning (in shares) at Jun. 30, 2018	2,483,142	304		3,957,953
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation					498		498
Exercise of Warrants					12		12
Exercise of Warrants (in shares)				9,107
Net loss						(1,344)	(1,344)
Balance at Ending at Sep. 30, 2018	$ 2			$ 4	32,719	(31,339)	1,386
Balance at Ending (in shares) at Sep. 30, 2018	2,483,142	304		3,967,060
Balance at Beginning at Dec. 31, 2018	$ 2			$ 4	32,993	(32,536)	463
Balance at Beginning (in shares) at Dec. 31, 2018	2,733,142	304		3,801,552
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock as compensation for services					1,042		1,042
Issuance of Common Stock as compensation for services (in shares)				628,412
Stock-based compensation					514		514
Sale of common stock				$ 1	579		580
Sale of common stock (in shares)				290,000
Exercise of stock options					4		4
Exercise of stock options (in shares)				63,412
Issuance of preferred series E stock			$ 2		3,618		3,620
Issuance of preferred series E stock (in shares)			1,810,000
Reclassification of warrants					196		196
Warrant modification expense					412		412
Net loss						(4,601)	(4,601)
Balance at Ending at Sep. 30, 2019	$ 2		$ 2	$ 5	39,358	(37,137)	2,230
Balance at Ending (in shares) at Sep. 30, 2019	2,733,142	304	1,810,000	4,429,964
Balance at Beginning at Jun. 30, 2019	$ 2		$ 2	$ 4	38,249	(36,322)	1,935
Balance at Beginning (in shares) at Jun. 30, 2019	2,733,142	304	1,600,000	4,139,964
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Stock as compensation for services (in shares)				290,000
Stock-based compensation					110		110
Sale of common stock				$ 1	579		580
Sale of common stock (in shares)				290,000
Issuance of preferred series E stock					420		420
Issuance of preferred series E stock (in shares)			210,000
Net loss						(815)	(815)
Balance at Ending at Sep. 30, 2019	$ 2		$ 2	$ 5	$ 39,358	$ (37,137)	$ 2,230
Balance at Ending (in shares) at Sep. 30, 2019	2,733,142	304	1,810,000	4,429,964

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (4,601)	$ (2,957)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3	4
Stock-based compensation	1,556	666
Noncash interest expense	10
Change in fair value of derivative liabilities	(102)
Warrant modification expense	412
Loss on extinguishment of derivative liability	288
Changes in operating assets and liabilities:
Trade receivable	(80)	(46)
Prepaid expenses and other accounts receivable	(166)	(73)
Inventories	(9)	(58)
Other assets		(13)
Trade payables	(7)	(25)
Other accounts payable	(161)	(190)
Due to related party	50
Accrued severance pay, net	(35)	23
Net cash used in operating activities	(2,842)	(2,669)
Cash flows from investing activities:
Purchases of property plant and equipment		(8)
Net cash used in investing activities		(8)
Cash flows from financing activities:
Proceeds from issuance of convertible promissory notes and warrants	475
Proceeds from exercise of warrants		44
Repayments of convertible promissory notes	(475)
Proceeds from sale of common stock	580
Proceeds from issuance of Preferred Series E stock	3,620
Proceeds from exercise of options	4
Net cash provided by financing activities	4,204	44
Net decrease in cash and restricted cash	1,362	(2,633)
Cash and restricted cash at beginning of period	896	4,360
Cash and restricted cash at end of period	2,258	1,727
Supplemental non-cash financing and investing activities:
Cash paid for interest	5
Cash paid for taxes
Discount on convertible notes	$ 414

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 - DESCRIPTION OF BUSINESS NanoVibronix, Inc. (the "Company"), a 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.

LIQUIDITY AND PLAN OF OPERATION

LIQUIDITY AND PLAN OF OPERATIONS	9 Months Ended
	Sep. 30, 2019
Liquidity And Plan Of Operations
LIQUIDITY AND PLAN OF OPERATIONS	NOTE 2 - LIQUIDITY AND PLAN OF OPERATIONS 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 currently incurs and historically has incurred losses from operations and expects to do so in the foreseeable future. In 2019, the Company raised $3,620 through the issuance of its Series E Preferred Stock and $580 through the issuance of its Common Stock. Despite the cash infusion, the Company will not have sufficient resources to fund its operations for the next twelve months from the date of this filing. These conditions raise substantial doubt 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company's unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The terms "we," "us," "our," and the "Company" refer to NanoVibronix, Inc. and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited interim financial information 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, 2018, as found in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on April 15, 2019. The balance sheet for December 31, 2018 was derived from the Company's audited financial statements for the year ended December 31, 2018. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company believe that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign currency translation and transaction Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-U.S. dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2019 and 2018 and the cumulative translation gains and losses as of September 30, 2019 and December 31, 2018 were not material. Revenue recognition The Company generates revenues from the sale of our products to distributors and patients. Revenues from those products are recognized in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers), in which its core principle of Accounting Standards Update ("ASU") 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors ("sell-in"). The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements. Recently adopted accounting standards In July 2017, the FASB issued ASU No. 2017-11, "Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)" ("ASU 2017-11"), which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The Company adopted ASU 2017-11 on January 1, 2019 and as a result, the down round feature of equity instruments that were issued in the first and second quarter of 2019 were not considered when determining the derivative liability of those instruments. SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The presentation of the changes in shareholders' equity in accordance with the new guidance is included in this Form 10-Q for the quarter ended September 30, 2019.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 4 - STOCKHOLDERS' EQUITY Stock based compensation and sale of common stock In February 2019, the Company issued 275,000 shares of common stock to a consultant for services valued at $3.79 per share, or $1,042. In July 2019, the Company sold 290,000 shares of common stock to private investors at $2 per share, or $580. During the three and nine-month period ended September 30, 2019, 0 and 63,412 employee options were exercised, and 0 and 120,000 options were issued, respectively. The options issued in 2019, were recorded at a fair value of $183 and vested immediately. During the three and nine-month period ended September 30, 2019, stock-based compensation expense of $110 and $514 was recorded for options that vested, respectively. The fair value for options granted in 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 3.40 Exercise price $ 3.40 Risk free interest 2.79 % Expected term (in years) 5 Volatility 48 % The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Research and development $ – $ – $ – $ 7 Selling and marketing 11 6 33 9 General and administrative 99 492 481 650 Total $ 110 $ 498 $ 514 $ 666 As of September 30, 2019, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $269, which is expected to be recognized over a weighted average period of approximately 1.13 years. Series E Preferred Stock On June 21, 2019, the Company filed a Certificate of Designation of the Series E Preferred Stock (the "Original Certificate of Designation") with the Secretary of State of the State of Delaware (the "Secretary of State"). The Original Certificate of Designation was effective upon filing with the Secretary of State and designated the Series E Preferred Stock. On July 31, 2019 and November 15, 2019, the Company filed with the Secretary of State an Amended and Restated Certificates of Designation (the "Amended and Restated Certificates of Designation") which were effective upon filing with the Secretary of State of Delaware. The Amended Certificates of Designation provide that, among other things, the Series E Preferred Stock is not convertible into the Company's common stock, and the holders of Series E Preferred Stock have no voting rights, until, in each case, the Company receives stockholder approval of the June Offering (as defined below) and the July Offering (as defined below). On June 21, 2019, the Company entered into and closed a private placement Securities Purchase Agreement with certain existing stockholders relating to the sale to such existing stockholders of 1,600,000 shares of the Company's Series E Preferred Stock, and seven year warrants to purchase 1,600,000 shares of our Series E Preferred Stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the "June Offering"), for aggregate gross proceeds of $3,200,000 (excluding the exercise of the warrants issued in the June Offering). On July 31, 2019, the Company entered into and closed a private placement Securities Purchase Agreement with certain existing stockholders relating to the sale to such existing investors of 210,000 shares of the Company's Series E Preferred Stock and seven year warrants to purchase 210,000 shares of our Series E Preferred Stock at an exercise price of $2.50 per share, at a purchase price per unit of $2.00 (the "July Preferred Offering"), for gross proceeds of $420,000 (excluding the exercise of the warrants issued in the July Preferred Offering). Each share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred Stock into one share of the Company's common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of the Company's common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company's common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder's provision of not less than 61 days' prior written notice to the Company. Upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series E Preferred Stock shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series E Preferred Stock if such shares had been converted to the Company's common stock immediately prior to such liquidation. Shares of Series E Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Board. However, holders of Series E Preferred Stock are entitled to receive dividends on shares of Series E Preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when such dividends are specifically declared by the Board of Directors of the Company. The Company is not obligated to redeem or repurchase any shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Subject to the beneficial ownership limitations, each holder of Series E Preferred Stock shall be entitled to the number of votes equal to the number of shares of the Company's common stock equal to the Voting Ratio. The Voting Ratio, for each share of Series E Preferred Stock is equal to $2.00 divided by $3.53. These Series E Preferred Shares are classified within permanent equity on the Company's consolidated balance sheet as they do not meet the criteria that would require presentation outside of permanent equity under ASC 480 Distinguishing Liabilities from Equity Warrants During the nine months ended September 30, 2019, the Company issued warrants to purchase 190,000 shares of the Company's Common Stock or series C preferred stock, par value $0.001 per share ("Series C Preferred Stock"), at an exercise price of the lesser i.e. The Company issued warrants to purchase 1,600,000 shares of Series E Preferred Stock in the June Financing and warrants to purchase 210,000 shares of Series E preferred Stock in the July Financing. Warrant modification On February 5, 2019, the Company entered into amendments to its two-year warrants (the "Warrant Amendment") to purchase an aggregate of 266,667 shares of Common Stock at an exercise price of $3.00 per share (the "$3.00 Warrants") and warrants to purchase an aggregate of 420,000 shares of Common Stock at an exercise price of $6.00 per share (the "$6.00 Warrants"), issued in January and February 2015, to extend the expiration date of the warrants for two additional years. The warrants were previously extended for two years in January 2017. In addition, the Warrant Amendment amended the exercise price with respect to the $3.00 Warrants from $3.00 per share to $3.35 per share. The exercise price of the $6.00 Warrants was unchanged. Pursuant to the Warrant Amendment, warrants to purchase 266,667 shares of Common Stock at $3.35 per share and warrants to purchase 266,667 shares of Common Stock at $6.00 per share will expire on January 29, 2021, and warrants to purchase 140,000 shares of Common Stock at $6.00 per share will expire on February 10, 2021, and warrants to purchase 13,333 shares of Common Stock at $6.00 per share will expire on February 23, 2021. The Warrant Amendment is effective as of January 29, 2019. All other terms of the original warrants remain the same. The Warrant Amendment was accounted for in warrant modification expense, which was measured at the amount equal to the incremental value reflecting the change in the fair value of the warrants before and after the Warrant Amendment. Accordingly, warrant modification expense in the amount of $412 was recorded with a corresponding increase in the additional paid-in capital. In estimating the warrants' fair value, the Company used the following assumptions: Risk free interest 2.56 % Dividend yield 0 % Volatility 55.6% - 56.5 % Contractual term (in years) 2

CONVERTIBLE NOTES

CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 5 - CONVERTIBLE NOTES On March 29, 2019, the Company completed a bridge financing, pursuant to which the Company issued to two accredited investors convertible notes on the aggregate principal amount of $225 (the “Notes”) and seven-year warrants (the “March Warrants”) to purchase an aggregate of 90,000 shares of the Company’s Common Stock or Series C Preferred Stock. The principal amount and all accrued but unpaid interest on the Notes are 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 (a “Qualified Financing”). The Notes bear interest at a rate of 6% per annum, payable on the Maturity Date. To the extent not previously converted, on the Maturity Date, the investors will receive, at the option of each the investor, either (a) cash equal to the original principal amount of the Note and interest then accrued and unpaid thereon, or (b) shares of Common Stock or Series C Preferred Stock of the Company, at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) the estimated value of the Company as of the Maturity Date, as determined in good faith by the Company’s board of directors, by (ii) the aggregate number of outstanding shares of the Company’s Common Stock , as of the Maturity Date on a fully diluted basis, and (y) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the capital stock of the Company. Upon consummation of a Qualified Financing, each investor may elect to have the outstanding principal and accrued but unpaid interest thereon converted into (a) shares of the same class and series of equity securities sold in such Qualified Financing, (b) shares of Series C Preferred Stock or (c) Common Stock, 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) $4.00 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s capital stock. In no event will the number of shares to be issued upon (i) exercise of this March Warrants, (ii) conversion of the Notes exceed, in the aggregate, 9.9% of the total shares outstanding or the voting power outstanding on the date immediately preceding the date of issuance. Between April and May 2019, the Company completed multiple bridge financings, pursuant to which the Company issued to two accredited investors convertible notes in the aggregate principal amount of $250 and seven-year warrants to purchase an aggregate of 100,000 shares of the Company’s Common Stock or Series C Preferred Stock with the same terms as the notes issued on March 29, 2019. In June 2019, the Company paid off all convertible notes and interest with funds raised from the Qualified Financing. The balance of the notes and interest paid off was $475 and $5, respectively. As a result, a loss of $288 was recorded on extinguishment of derivative liabilities. September 30, Convertible Notes: Principal value of 6% convertible notes issued during the six months ended June 30, 2019 $ 475 Fair value of derivative liability of convertible notes prior to payoff date 122 Debt discount less amortization during the period prior to payoff date (410 ) Loss on extinguishment of derivative liabilities upon payoff of convertible notes 288 Payoff of convertible notes (475 ) Total carrying value of convertible notes at September 30, 2019 $ -

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2019
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 6 - DERIVATIVE LIABILITIES On March 29, 2019 the Company issued 90,000 warrants in conjunction with the issuance of convertible debt. Between April and May 2019, the Company issued 100,000 warrants in conjunction with the issuance of convertible debt. These warrants were initially accounted for as a derivative liability. A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company's purchase warrants that were categorized within Level 3 of the fair value hierarchy during the nine months ended September 30, 2019 is as follows: Stock price $2.77 - $4.05 Conversion price $1.60 - $2.50 Contractual term (in years) 5 Volatility (annual) 57.7% - 62.9 % Risk-free rate 2.23% - 2.40 % Dividend yield (per share) 0 % The foregoing assumptions were reviewed quarterly and were subject to change based primarily on management's assessment of the probability of the events described occurring. As of June 26, 2019, the Company completed a Qualified Financing, at which point the warrants exercise price is fixed and the warrants no longer require derivative treatment. The warrants were remeasured at fair value on that date and the remaining derivative liability of $196 reclassed to equity. Financial Liabilities Measured at Fair Value on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability - warrants and derivative liabilities: Fair value measured at September 30, 2019 Quoted prices Significant Significant Fair value at Derivative liability – warrants $ - $ - $ - $ - Embedded conversion feature derivative liability - - - - Total $ - $ - $ - $ - Fair value measured at December 31, 2018 Quoted prices Significant Significant Fair value at Derivative liability – warrants $ - $ - $ - $ - Embedded conversion feature derivative liability - - - - Total $ - $ - $ - $ - The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: ● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2019. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2019: Derivative Liability - -Warrants Embedded Conversion Feature Derivative Liability Total Derivative Liabilities Balance - January 1, 2019 $ - $ - $ - Liabilities 261 159 420 Change in fair value of warrant liability (65 ) (37 ) (102 ) Eliminate derivative treatment (196 ) (122 ) (318 ) Balance – September 30, 2019 $ - $ - $ -

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	NOTE 7 - LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER Basic net loss per common share (“Basic EPS”) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. All outstanding share options and warrants for the three and nine months ended September 30, 2019 and 2018 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: September 30, December 31, Series D Preferred Shares 303,782 303,782 Series E Preferred Shares 1,810,000 — Stock Options - employee and non-employee 749,361 734,756 Warrants 266,667 266,667 Total 3,129,810 1,305,205 The diluted loss per share equals basic loss per share in the three and nine months ended September 30, 2019 and 2018 because the Company had a net loss and the impact of the assumed exercise of stock options and the vesting of restricted stock would have been anti-dilutive.

GEOGRAPHIC INFORMATION AND MAJO

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	NOTE 8 - 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. The following is a summary of revenues within geographic areas: Three Months Ended Nine Months Ended 2019 2018 2019 2018 United States $ 101 $ 28 $ 259 $ 129 Europe - 16 161 61 Israel - 3 13 41 India - - 8 3 Canada - - 2 21 Other - 7 - 9 Total $ 101 $ 54 $ 443 $ 264 During the three-month period ended September 30, 2019 and 2018, revenues from distributors accounted for 93% and 64% of total revenues, respectively. During the nine-month period ended September 30, 2019 and 2018, revenues from distributors accounted for 59% and 52% of total revenues, respectively. The Company’s long-lived assets are all located in Israel.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 - COMMITMENTS AND CONTINGENCIES Leases The Company leases office facilities and motor vehicles under operating leases, which expire on various dates, the latest of which is 2020. Year ended December 31, Operating leases 2019 $ 11 2020 29 Total $ 40 Rent and related expenses were $13 and $12 for the three months ended September 30, 2019 and 2018 and $43 and $22 for the nine months ended September 30, 2019 and 2018, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS None

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The terms “we,” “us,” “our,” and the “Company” refer to NanoVibronix, Inc. and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited interim financial information	Unaudited interim financial information 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, 2018, as found in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on April 15, 2019. The balance sheet for December 31, 2018 was derived from the Company's audited financial statements for the year ended December 31, 2018. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting.
Use of estimates	Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company believe that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign currency translation and transaction	Foreign currency translation and transaction Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-U.S. dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2019 and 2018 and the cumulative translation gains and losses as of September 30, 2019 and December 31, 2018 were not material.
Revenue recognition	Revenue recognition The Company generates revenues from the sale of our products to distributors and patients. Revenues from those products are recognized in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers), in which its core principle of Accounting Standards Update ("ASU") 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors ("sell-in"). The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors.
Recently issued accounting pronouncements not yet adopted	Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.
Recently adopted accounting standards	Recently adopted accounting standards In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)” (“ASU 2017-11”), which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The Company adopted ASU 2017-11 on January 1, 2019 and as a result, the down round feature of equity instruments that were issued in the first and second quarter of 2019 were not considered when determining the derivative liability of those instruments.
SEC Disclosure Update and Simplification	SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The presentation of the changes in shareholders’ equity in accordance with the new guidance is included in this Form 10-Q for the quarter ended September 30, 2019.

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity Note [Abstract]
Schedule of outstanding options granted to consultants	The fair value for options granted in 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 3.40 Exercise price $ 3.40 Risk free interest 2.79 % Expected term (in years) 5 Volatility 48 %
Schedule of services received from employees and non-employees	The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Research and development $ – $ – $ – $ 7 Selling and marketing 11 6 33 9 General and administrative 99 492 481 650 Total $ 110 $ 498 $ 514 $ 666
Schedule of outstanding warrant granted to consultants	In estimating the warrants’ fair value, the Company used the following assumptions: Risk free interest 2.56 % Dividend yield 0 % Volatility 55.6% - 56.5 % Contractual term (in years) 2

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of convertible notes	September 30, Convertible Notes: Principal value of 6% convertible notes issued during the six months ended June 30, 2019 $ 475 Fair value of derivative liability of convertible notes prior to payoff date 122 Debt discount less amortization during the period prior to payoff date (410 ) Loss on extinguishment of derivative liabilities upon payoff of convertible notes 288 Payoff of convertible notes (475 ) Total carrying value of convertible notes at September 30, 2019 $ -

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Liabilities
Schedule of stock purchase warrants	A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s purchase warrants that were categorized within Level 3 of the fair value hierarchy during the nine months ended September 30, 2019 is as follows: Stock price $2.77 - $4.05 Conversion price $1.60 - $2.50 Contractual term (in years) 5 Volatility (annual) 57.7% - 62.9 % Risk-free rate 2.23% - 2.40 % Dividend yield (per share) 0 %
Schedule of financial liabilities measured fair value	Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability - warrants and derivative liabilities: Fair value measured at September 30, 2019 Quoted prices Significant Significant Fair value at Derivative liability – warrants $ - $ - $ - $ - Embedded conversion feature derivative liability - - - - Total $ - $ - $ - $ - Fair value measured at December 31, 2018 Quoted prices Significant Significant Fair value at Derivative liability – warrants $ - $ - $ - $ - Embedded conversion feature derivative liability - - - - Total $ - $ - $ - $ -
Schedule of level 3 liabilities measured fair value	The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2019: Derivative Liability - -Warrants Embedded Conversion Feature Derivative Liability Total Derivative Liabilities Balance - January 1, 2019 $ - $ - $ - Liabilities 261 159 420 Change in fair value of warrant liability (65 ) (37 ) (102 ) Eliminate derivative treatment (196 ) (122 ) (318 ) Balance – September 30, 2019 $ - $ - $ -

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables)	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Schedule of dilutive loss per share	The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: September 30, December 31, Series D Preferred Shares 303,782 303,782 Series E Preferred Shares 1,810,000 — Stock Options - employee and non-employee 749,361 734,756 Warrants 266,667 266,667 Total 3,129,810 1,305,205

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Schedule of revenues within 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. The following is a summary of revenues within geographic areas: Three Months Ended Nine Months Ended 2019 2018 2019 2018 United States $ 101 $ 28 $ 259 $ 129 Europe - 16 161 61 Israel - 3 13 41 India - - 8 3 Canada - - 2 21 Other - 7 - 9 Total $ 101 $ 54 $ 443 $ 264

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease commitments	The Company leases office facilities and motor vehicles under operating leases, which expire on various dates, the latest of which is 2020. Year ended December 31, Operating leases 2019 $ 11 2020 29 Total $ 40 Rent and related expenses were $[X] and $12 for the three months ended September 30, 2019 and 2018 and $[X] and $22 for the nine months ended September 30, 2019 and 2018, respectively.

LIQUIDITY AND PLAN OF OPERATI_2

LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2019USD ($)
Liquidity And Plan Of Operations
Proceeds from issuance of Preferred Series E stock	$ 3,620
Proceeds from issuance of common stock	$ 580

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - Employee Stock Option [Member]	9 Months Ended
	Sep. 30, 2019$ / shares
Price at valuation	$ 3.40
Exercise price	$ 3.40
Risk free interest	2.79%
Expected term (in years)	5 years
Volatility	48.00%

STOCKHOLDERS' EQUITY (Details 1

STOCKHOLDERS' EQUITY (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Stock-based compensation	$ 110	$ 498	$ 514	$ 666
Research and Development Expense [Member]
Stock-based compensation				7
Selling and Marketing Expense [Member]
Stock-based compensation	11	6	33	9
General and Administrative Expense [Member]
Stock-based compensation	$ 99	$ 492	$ 481	$ 650

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2)	Sep. 30, 2019
Risk Free Interest Rate [Member]
Warrant, measurement input	2.56
Dividend Yield [Member]
Warrant, measurement input	0
Volatility [Member] | Minimum [Member]
Warrant, measurement input	55.6
Volatility [Member] | Maximum [Member]
Warrant, measurement input	56.5

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 31, 2019	Jun. 21, 2019	Feb. 28, 2019	Feb. 05, 2019	Feb. 05, 2015	Jul. 31, 2019	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	May 31, 2019	Mar. 29, 2019	Dec. 31, 2018
Share based compensation									$ 1,556	$ 666
Number of shares issued for services
Number of shares issued for services, value									1,042
Stock options fair value									183
Unrecognized estimated compensation cost								$ 269,013	$ 269,013
Non-vested stock options granted weighted average period									1 year 1 month 17 days
Number of warrant issued								190,000	190,000		100,000	90,000
Warrant modification expense									$ 412
Common stock, at par value (in dollars per share)								$ 0.001	$ 0.001				$ 0.001
Preferred E Stock [Member]
Number of shares issued for services, value
Number of shares issued								210,000	1,810,000
Preferred stock, at par value (in dollars per share)								$ 0.001	$ 0.001				0.001
Voting ratio description								The Voting Ratio, for each share of Series E Preferred Stock is equal to $2.00 divided by $3.53.
Preferred C Stock [Member]
Number of shares issued for services, value
Number of warrant issued							190,000
Preferred stock, at par value (in dollars per share)							$ 0.001	$ 0.001	$ 0.001				$ 0.001
Warrants description									(a) 80% (i.e., a 20% discount) of the exercise price per share of the warrants to purchase shares of the Company’s capital stock issued in the first equity financing of the Company following the date of issuance, or (b) $4.80, with a stipulation that in no event will the exercise price be less than $3.00 per warrant share.
Warrant [Member] | Minimum [Member]
Exercise price of warrants (in dollars per share)								1.60	$ 1.60
Purchase price (in dollars per unit)								2.77	2.77
Warrant [Member] | Maximum [Member]
Exercise price of warrants (in dollars per share)								2.50	2.50
Purchase price (in dollars per unit)								$ 4.05	$ 4.05
Warrant [Member] | Preferred E Stock [Member]
Number of shares issued						210,000	1,600,000
Warrant Amendment [Member]
Warrant term				2 years
Warrant 1 [Member] | Warrant Amendment [Member]
Number of shares issued					266,667
Exercise price of warrants (in dollars per share)					$ 3
Shares issued price per share (in dollars per share)					$ 3
Additional warrant term					5 years
Expiry date					Jan. 29, 2021
Warrant 1 [Member] | Warrant Amendment [Member] | Minimum [Member]
Exercise price of warrants (in dollars per share)					$ 3
Warrant 1 [Member] | Warrant Amendment [Member] | Maximum [Member]
Exercise price of warrants (in dollars per share)					$ 3.35
Warrant 2 [Member] | Warrant Amendment [Member]
Number of shares issued					420,000
Exercise price of warrants (in dollars per share)					$ 6
Shares issued price per share (in dollars per share)					$ 6
Additional warrant term					7 years
Expiry date					Jan. 29, 2021
Warrant 3 [Member] | Warrant Amendment [Member]
Number of shares issued					140,000
Exercise price of warrants (in dollars per share)					$ 6
Expiry date					Feb. 10, 2021
Warrant 4 [Member] | Warrant Amendment [Member]
Number of shares issued					13,333
Exercise price of warrants (in dollars per share)					$ 6
Expiry date					Feb. 23, 2021
Employee Stock Option [Member]
Share based compensation								$ 110	$ 514
Number of stock option issued								0	120,000
Number of options exercised								0	63,412
Investors [Member] | Preferred E Stock [Member] | Private Placement Securities Purchase Agreement [Member]
Number of shares issued	210,000	1,600,000
Investors [Member] | Warrant [Member] | Preferred E Stock [Member] | Private Placement Securities Purchase Agreement [Member]
Number of shares issued	210,000	1,600,000
Exercise price of warrants (in dollars per share)	$ 2.50	$ 2.50				$ 2.50
Purchase price (in dollars per unit)	$ 2	$ 2				2
Gross proceeds from private placement	$ 420,000	$ 3,200,000
Common Stock [Member]
Number of shares issued for services								290,000	628,412
Number of shares issued for services, value
Number of shares issued				140,000
Common Stock [Member] | Private Investors [Member]
Number of shares issued	290,000
Number of shares issued, value	$ 580
Purchase price (in dollars per unit)	$ 2					$ 2
Common Stock [Member] | Consultant Services [Member]
Number of shares issued for services			275,000
Number of shares issued for services, value			$ 1,042
Purchase price (in dollars per unit)			$ 3.79

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details) - 6% Convertible Notes Payable Due March 29, 2024 [Member] $ in Thousands	Sep. 30, 2019USD ($)
Principal value of 6% convertible notes issued during the six months ended June 30, 2019	$ 475
Fair value of derivative liability of convertible notes prior to payoff date	122
Debt discount less amortization during the period prior to payoff date	(410)
Loss on extinguishment of derivative liabilities upon payoff of convertible notes	288
Payoff of convertible notes	(475)
Total carrying value of convertible notes at September 30, 2019

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative) - USD ($) $ in Thousands	Mar. 29, 2019	Jun. 30, 2019	Sep. 30, 2019	May 31, 2019
Number of warrant issued (in shares)	90,000		190,000	100,000
Loss on extinguishment of derivative liabilities			$ 288
Two Accredited Investors [Member] | Convertible Notes [Member]
Principal amount	$ 225
Description of debt repayment terms	(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 (a “Qualified Financing”).
Debt instrument, interest rate	6.00%
Description of option on debt repayment terms	The investors will receive, at the option of each the investor, either (a) cash equal to the original principal amount of the Note and interest then accrued and unpaid thereon, or (b) shares of Common Stock or Series C Preferred Stock of the Company, at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) the estimated value of the Company as of the Maturity Date, as determined in good faith by the Company’s board of directors, by (ii) the aggregate number of outstanding shares of the Company’s Common Stock , as of the Maturity Date on a fully diluted basis, and (y) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the capital stock of the Company.
Description of outstanding debt terms	(a) shares of the same class and series of equity securities sold in such Qualified Financing, (b) shares of Series C Preferred Stock or (c) Common Stock, 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) $4.00 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s capital stock. In no event will the number of shares to be issued upon (i) exercise of this March Warrants, (ii) conversion of the Notes exceed, in the aggregate, 9.9% of the total shares outstanding or the voting power outstanding on the date immediately preceding the date of issuance.
Two Accredited Investors [Member] | Convertible Notes [Member] | Warrants [Member]
Number of warrant issued (in shares)	90,000			100,000
Principal amount				$ 250
Qualified Financing [Member] | Convertible Notes [Member]
Convertible debt			$ 475
Interest paid		$ 5

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2019$ / shares
Contractual term (years)	5 years
Dividend yield (per share)	0.00%
Minimum [Member]
Stock price	$ 2.77
Conversion price (in dollars per share)	$ 1.60
Volatility (annual)	57.70%
Risk-free rate	2.23%
Maximum [Member]
Stock price	$ 4.05
Conversion price (in dollars per share)	$ 2.50
Volatility (annual)	62.90%
Risk-free rate	2.40%

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative liability - warrants
Embedded conversion feature derivative liability
Total
Level 1 [Member]
Derivative liability - warrants
Embedded conversion feature derivative liability
Total
Level 2 [Member]
Derivative liability - warrants
Embedded conversion feature derivative liability
Total
Level 3 [Member]
Derivative liability - warrants
Embedded conversion feature derivative liability
Total

DERIVATIVE LIABILITIES (Detai_3

DERIVATIVE LIABILITIES (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Change in fair value of derivative liabilities	$ (102)
Level 3 [Member] | Embedded Conversion Feature Derivative Liability [Member]
Beginning Balance
Liabilities	159
Change in fair value of derivative liabilities	(37)
Eliminate derivative treatment	(122)
Level 3 [Member] | Derivative [Member]
Beginning Balance
Liabilities	420
Change in fair value of derivative liabilities	(102)
Eliminate derivative treatment	(318)
Warrant [Member] | Level 3 [Member]
Beginning Balance
Liabilities	261
Change in fair value of derivative liabilities	(65)
Eliminate derivative treatment	$ (196)

DERIVATIVE LIABILITIES (Detai_4

DERIVATIVE LIABILITIES (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2019	May 31, 2019	Mar. 29, 2019
Derivative Liabilities
Number of warrants issued	190,000	100,000	90,000
Derivative liabilities	$ 196

LOSS PER SHARE APPLICABLE TO _3

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,129,810	1,305,205
Preferred D Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	303,782	303,782
Preferred E Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,810,000
Stock Options Employee And Non Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	749,361	734,756
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	266,667	266,667

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 101	$ 54	$ 443	$ 264
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues			8	3
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		16	161	61
Israel
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		3	13	41
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues			2	21
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		7		9
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 101	$ 28	$ 259	$ 129

GEOGRAPHIC INFORMATION AND MA_4

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Sales Revenue, Net [Member] | Customer Concentration Risk [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Percentage of revenues from distributors	93.00%	64.00%	59.00%	52.00%

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 31, 2018USD ($)
Future minimum lease commitments
2019	$ 11
2020	29
Total	$ 40

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Rent and related expenses	$ 13	$ 12	$ 43	$ 22