NanoVibronix (NAOV) 10-Q 16 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 15, 2020
Cover [Abstract]
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	0001326706
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,393,653
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 3,181	$ 1,338
Restricted cash	350
Trade receivables	103	111
Other accounts receivable and prepaid expenses	161	268
Inventory	109	121
Total current assets	3,904	1,838
Non-current assets:
Fixed assets, net	2	4
Other assets	33
Severance pay fund	163	194
Total non-current assets	198	198
Total assets	4,102	2,036
Current liabilities:
Trade payables	89	129
Other accounts payable and accrued expenses	261	280
Notes payable	14
Total current liabilities	364	409
Non-current liabilities:
Accrued severance pay	228	279
Deferred licensing income	215
Notes payable, non-current	28
Total liabilities	835	688
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock of $0.001 par value - Authorized: 20,000,000 shares at September 30, 2020 and December 31, 2019; Issued and outstanding: 12,493,653 and 4,203,764 shares at September 30, 2020 and December 31, 2019, respectively	12	5
Additional paid in capital	44,901	39,669
Accumulated deficit	(41,650)	(38,330)
Total stockholders' equity	3,267	1,348
Total liabilities and stockholders' equity	4,102	2,036
Series C Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	2	2
Total stockholders' equity	2	2
Series D Preferred Stock [Member]
Stockholders' equity:
Preferred stock value
Total stockholders' equity
Series E Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	2	2
Total stockholders' equity	$ 2	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	12,493,653	4,203,764
Common stock, shares outstanding	12,493,653	4,203,764
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	2,502,252	2,993,142
Preferred stock, shares outstanding	2,502,252	2,993,142
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	506	506
Preferred stock, shares issued	153	304
Preferred stock, shares outstanding	153	304
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,999,494	1,999,494
Preferred stock, shares issued	875,000	1,825,000
Preferred stock, shares outstanding	875,000	1,825,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenues	$ 150	$ 101	$ 533	$ 443
Cost of revenues	51	54	345	136
Gross profit	99	47	188	307
Operating expenses:
Research and development	68	79	131	381
Selling and marketing	289	228	723	820
General and administrative	546	533	2,513	3,018
Total operating expenses	903	840	3,367	4,219
Loss from operations	(804)	(793)	(3,179)	(3,912)
Interest expense	(123)		(123)
Financial income (expense), net	(15)	(20)	(25)	(71)
Change in fair value of derivative liabilities				102
Loss on extinguishment of derivative liability				(288)
Warrant modification expense				(412)
Loss before taxes on income	(942)	(813)	(3,327)	(4,581)
Income tax benefit / (expense)	20	(2)	7	(20)
Net loss	$ (922)	$ (815)	$ (3,320)	$ (4,601)
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock	$ (0.10)	$ (0.12)	$ (0.43)	$ (0.66)
Weighted average common shares outstanding: Basic and diluted	9,344,254	7,054,845	7,649,242	7,094,547

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Series E Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2018	$ 2			$ 4	$ 32,993	$ (32,536)	$ 463
Beginning balance, shares at Dec. 31, 2018	2,733,142	304		3,801,552
Issuance of common stock as compensation for services					1,042		1,042
Issuance of common stock as compensation for services, shares				275,000
Issuance of common stock for services							1,042
Stock-based compensation					514		514
Sale of common stock				$ 1	579		580
Sale of common stock,shares				290,000
Exercise of options					4		$ 4
Exercise of options, shares				63,412			63,412
Issuance of Series E Preferred stock			$ 2		3,618		$ 3,620
Issuance of Series E Preferred stock, shares			1,810,000
Reclassification of warrants					196		196
Warrant modification expense					412		412
Net loss						(4,601)	(4,601)
Ending balance at Sep. 30, 2019	$ 2		$ 2	$ 5	39,358	(37,137)	2,230
Ending balance, shares at Sep. 30, 2019	2,733,142	304	1,810,000	4,429,964
Beginning balance at Jun. 30, 2019	$ 2		$ 2	$ 4	38,249	(36,322)	1,935
Beginning balance, shares at Jun. 30, 2019	2,733,142	304	1,600,000	4,139,964
Stock-based compensation					110		110
Sale of common stock				$ 1	579		580
Sale of common stock,shares				290,000
Exercise of options
Exercise of options, shares
Issuance of Series E Preferred stock					420		420
Issuance of Series E Preferred stock, shares			210,000
Net loss						(815)	(815)
Ending balance at Sep. 30, 2019	$ 2		$ 2	$ 5	39,358	(37,137)	2,230
Ending balance, shares at Sep. 30, 2019	2,733,142	304	1,810,000	4,429,964
Beginning balance at Dec. 31, 2019	$ 2		$ 2	$ 5	39,669	(38,330)	1,348
Beginning balance, shares at Dec. 31, 2019	2,993,142	304	1,825,000	4,203,764
Issuance of common stock for services					567		567
Issuance of common stock for services, shares				375,000
Stock-based compensation					326		$ 326
Exercise of options, shares							0
Issuance of common stock for cash, net				$ 7	4,216		$ 4,223
Issuance of common stock for cash net, shares				6,326,217
Warrants issued with notes payable					123		123
Exchange of Series C Preferred Stock into Common Stock
Exchange of Series C Preferred Stock into Common Stock, shares	(487,890)			487,890
Exchange of Series D Preferred Stock into Common Stock
Exchange of Series D Preferred Stock into Common Stock,shares		(151)		150,782
Exchange of Series E Preferred Stock into Common Stock
Exchange of Series E Preferred Stock into Common Stock, shares			(950,000)	950,000
Net loss						(3,320)	(3,320)
Ending balance at Sep. 30, 2020	$ 2		$ 2	$ 12	44,901	(41,650)	3,267
Ending balance, shares at Sep. 30, 2020	2,505,252	153	875,000	12,493,653
Beginning balance at Jun. 30, 2020	$ 2		$ 2	$ 5	39,935	(40,728)	(784)
Beginning balance, shares at Jun. 30, 2020	2,993,142	304	1,715,000	4,313,764
Issuance of common stock for services					567		567
Issuance of common stock for services, shares				375,000
Stock-based compensation					183		183
Issuance of common stock for cash, net				$ 7	4,216		4,223
Issuance of common stock for cash net, shares				6,326,217
Exchange of Series C Preferred Stock into Common Stock
Exchange of Series C Preferred Stock into Common Stock, shares	(487,890)			487,890
Exchange of Series D Preferred Stock into Common Stock
Exchange of Series D Preferred Stock into Common Stock,shares		(151)		150,782
Exchange of Series E Preferred Stock into Common Stock
Exchange of Series E Preferred Stock into Common Stock, shares			(840,000)	840,000
Net loss						(922)	(922)
Ending balance at Sep. 30, 2020	$ 2		$ 2	$ 12	$ 44,901	$ (41,650)	$ 3,267
Ending balance, shares at Sep. 30, 2020	2,505,252	153	875,000	12,493,653

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss	$ (3,320)	$ (4,601)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2	3
Stock-based compensation	326	1,556
Noncash interest expense	123	10
Warrants received as licensing fee	(23)
Change in fair value of equity investment	(4)
Change in fair value of derivative liabilities		(102)
Other expense related to extension of warrants		412
Loss on extinguishment of derivative liability		288
Common stock payable to consultant	566
Changes in operating assets and liabilities:
Trade receivable	8	(80)
Other accounts receivable and prepaid expenses	107	(166)
Inventory	12	(9)
Trade payables	(46)	(7)
Other accounts payable and accrued expenses	(19)	(161)
Deferred revenue	215
Accrued severance pay, net	(20)	(35)
Due to related party		50
Net cash used in operating activities	(2,073)	(2,842)
Cash flows from financing activities:
Proceeds from issuance of notes payable	42	475
Payments of convertible notes		(475)
Proceeds from note issued to related party	200
Payments of note payable to related party	(200)
Proceeds from sale of common stock, net	4,223	580
Proceeds from issuance of Preferred Series E stock		3,620
Proceeds from exercise of options		4
Net cash provided by financing activities	4,265	4,204
Net increase in cash, cash equivalents and restricted cash	2,193	1,362
Cash, cash equivalents and restricted cash at beginning of period	1,338	896
Cash, cash equivalents and restricted cash at end of period	3,531	2,258
Supplemental non-cash financing and investing activities:
Cash paid for interest		5
Cash paid for taxes
Discount on notes payable	123
Issuance of common stock payable	566
Conversion of Series C, D and E Preferred stock into common stock	$ 1

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2020
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, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 2020, the Company raised $4,223 of net proceeds from the sale of common stock in underwritten public offerings, received $200 through the issuance of notes payable from a related party and received $42 from the Paycheck Protection Program. Despite the recent financing, the Company may 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 may 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, 2020
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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 31,2019, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2020. The balance sheet for December 31, 2019 was derived from the Company’s audited financial statements for the year ended December 31, 2019. 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. Cash and cash equivalents Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less. Restricted cash Restricted cash of $350 represents cash restricted per a court order which resulted from a dispute between the Company and a former officer and director, see Note 9. 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 translation for the nine months ended September 30, 2020 and 2019 were $8 and $40, respectively. Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. See Note 7 for a detailed breakout of revenue. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors. The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors. Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company measures its investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Recently issued accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2021. The Company does not believe that the adoption will have a material effect on the Company’s condensed interim consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures. Recently adopted accounting standards In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Although the Company adopted ASU 2018-13 on January 1, 2020, there was no material impact on the financial statements.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 4 - STOCKHOLDERS’ EQUITY Stock-based compensation and Options During the nine-month period ended September 30, 2020 and 2019, 0 and 63,412 options were exercised, and 137,000 and 120,000 options were issued, respectively. The options issued in the nine-month period ended September 30, 2020 and 2019, were recorded at a fair value of $123 and $183, respectively, and vested either quarterly or immediately. During the nine-month period ended September 30, 2020 and 2019, stock-based compensation expense of $326 and $514 was recorded for options that vested, respectively. The fair value for options granted in the nine-month ended September 30, 2020 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 1.60 – 2.07 Exercise price $ 1.60 – 2.07 Risk free interest 0.29 - 0.34 % Expected term (in years) 5 Volatility 60.2 – 61.2 % 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, 2020 2019 2020 2019 Research and development 3 - 5 - Selling and marketing 11 11 33 33 General and administrative 169 99 288 481 Total $ 183 $ 110 $ 326 $ 514 As of September 30, 2020, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $53, which is expected to be recognized over a weighted average period of approximately 0.35 years. Issuance of common stock for cash On August 24, 2020, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“Wainwright”) (as amended and restated, the “August Underwriting Agreement”). Pursuant to the August Underwriting Agreement, the Company sold, in an upsized firm commitment offering, 4,531,434 shares of the Company’s common stock, to Wainwright at an offering price to the public of $0.75 per share, less underwriting discounts and commissions. The Company received net proceeds from the sale of such offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, of approximately $2.7 million. In addition, as partial compensation for Wainwright’s services as underwriter in the offering, the Company has issued to Wainwright’s designees warrants to purchase 339,858 shares of common stock. The warrants expire on August 24, 2025 and have an exercise price of $0.9375 per share. On September 22, 2020, the Company entered into an underwriting agreement with Wainwright (as amended and restated, the “September Underwriting Agreement”). Pursuant to the September Underwriting Agreement, the Company sold, in an upsized firm commitment offering, 1,794,783 shares of common stock to Wainwright at an offering price to the public of $1.00 per share, less underwriting discounts and commissions. The Company received net proceeds from the sale of such offering, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, of approximately $1.4 million. In addition, as partial compensation for Wainwright’s services as underwriter in the offering, the Company issued to Wainwright’s designees warrants to purchase 134,609 shares of common stock. The warrants expire on September 22, 2025 and have an exercise price of $1.25 per share. Issuance of common stock for services On February 11, 2019, the Company entered into a consulting agreement (the “Agreement”) with Bespoke Growth Partners, Inc. (“Bespoke”), pursuant to which, amongst other things, Bespoke was entitled to receive up to 650,000 shares of common stock of the Company, of which 275,000 shares were issued on the date of signing. As of June 30, 2020, 375,000 shares of common stock, valued at $2.25 per share, or $844, was owed to Bespoke. On August 5, 2020, the Company paid $75 and issued an additional 375,000 shares of common stock, valued at $566, or $1.51 per share, to Bespoke under the Agreement. As a result of the change in stock price at issuance, the Company’s general and administrative expenses have been reduced by $278. Series C, D and E Preferred Stock conversion to common stock 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. During the nine months ended September 30, 2020, shareholders converted 950,000 shares of Series E Preferred Stock into 950,000 shares of common stock at a conversion rate of 1 to 1. No purchase was made in order to convert these shares. Each share of Series D Preferred Stock is convertible into 1,000 shares of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series D Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 4.99% of the total number of shares of 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. During the nine months ended September 30, 2020, shareholders converted 150.7 shares of Series D Preferred Stock into 150,782 shares of common stock at a conversion rate of 1 to 1,000. No purchase was made in order to convert these shares. Each share of Series C Preferred Stock is convertible into one share of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred Stock into shares of 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 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. During the nine months ended September 30, 2020, shareholders converted 487,890 shares of Series C Preferred Stock into 487,890 shares of common stock at a conversion rate of 1 to 1. No purchase was made in order to convert these shares.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Notes Payable	NOTE 5 – NOTES PAYABLE In May 2020, the Company was granted a loan (the “PPP Loan”) in the amount of $42, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Securities (“CARES”) Act, which was enacted March 27, 2020. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on its business and the global economy. While the Company has made this assertion in good faith based upon all available guidance, management will continue to assess their continued qualification if and when updated guidance is released by the Treasury Department. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. The PPP Loan, which was in the form of a note that was granted on May 14, 2020, matures in two years and accrues interest at a rate of 1.00% per annum, payable in monthly payments commencing six months after loan disbursement. The Company also has the option to negotiate with the lender to extend the maturity date to up to five years. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used for payroll costs and any payments of certain covered interest, lease and utility payments. The Company has used the entire PPP Loan amount for qualifying expenses in the covered period. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The ultimate forgiveness of the PPP Loan is also predicated upon regulatory authorities concurring with management’s good faith assessment that the current economic uncertainty made the loan request necessary to support ongoing operations. If, despite the Company’s good-faith belief that given the circumstances the Company satisfied all eligibility requirements for the PPP Loan, the Company is later determined to have violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive the PPP Loan, the Company may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties. In the event the PPP Loan, or any portion thereof, is forgiven, the amount forgiven is applied to outstanding principal. The Company plans to apply for loan forgiveness in the 4 th On June 22, 2020, the Company issued and sold to a related party an unsecured promissory note in the principal amount of $200, which accrues interest at 10% per annum and matures in one year. On August 28, 2020, the Company paid the note in full including $4 of accrued interest. In addition to the promissory note, the Company granted a seven-year equity warrant to purchase 100,000 shares of the Company’s common stock. The exercise price for each warrant share is equal to $2.50, and the warrants may also be exercised, in whole or in part, by means of a cashless exercise. The warrants were recognized as a debt discount and is amortized over the life of the note. The warrants were valued at $123 using a Black Scholes Merton pricing model with the following underlying assumptions: Price at valuation $ 2.21 Exercise price $ 2.50 Risk free interest 0.34 % Expected term (in years) 7 Volatility 60.7 %

Loss Per Share Applicable to Co

Loss Per Share Applicable to Common Stockholder	9 Months Ended
	Sep. 30, 2020
Earnings Per Share [Abstract]
Loss Per Share Applicable to Common Stockholder	NOTE 6 - LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER Basic net loss per common share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. All outstanding stock options and warrants for the three and nine months ended September 30, 2020 and 2019 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 stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: September 30, 2020 September 30, 2019 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,810,000 Stock Options - employee and non-employee 1,693,332 749,361 Warrants 5,424,739 266,667 Total 8,146,071 3,129,810

Geographic Information and Majo

Geographic Information and Major Customer Data	9 Months Ended
	Sep. 30, 2020
Segment Reporting [Abstract]
Geographic Information and Major Customer Data	NOTE 7 - 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 and licensing agreements. The following is a summary of revenues within geographic areas: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 130 $ 101 $ 391 $ 259 Europe 17 - 137 161 Israel 1 - 3 13 India 2 - 2 8 Canada - - - 2 Total $ 150 $ 101 $ 533 $ 443 During the three-month period ended September 30, 2020 and 2019, revenues from distributors accounted for 85% and 93% of total revenues, respectively. During the nine-month period ended September 30, 2020 and 2019, revenues from distributors accounted for 68% and 59% of total revenues, respectively.

Other Assets

Other Assets	9 Months Ended
	Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	NOTE 8 – OTHER ASSETS On April 9, 2020, pursuant to a licensing agreement entered into in March 2020, the Company received 10-year warrants to purchase 127,000 shares of Sanuwave Health, Inc. at a price of $0.19 per share. The fair value for warrants received is estimated at the date of grant using a Black-Scholes-Merton pricing model with the following underlying assumptions: Price at valuation $ 0.19 – 0.26 Exercise price $ 0.19 Risk free interest 0.66 - 0.73 % Expected term (in years) 10 Volatility 140.6 – 143.9 % The Company considers this to be level 3 inputs and is valued at each reporting period. The fair value of these warrants on April 9, 2020 and September 30, 2020 was $23 and $27, respectively. The change in fair value for the nine months ended September 30, 2020 was $4 and is included in financial expenses on the income statement.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
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 June 2021. Rent and related expenses were $13 and $36, for the three and nine months ended September 30, 2020, respectively, and $13 and $43 for the three and nine months ended September 30, 2019, respectively. Other Risks On March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common shares. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company has been consistently in a loss position in the U.S. and at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to the Company. In June 2020, the Company experienced a cybersecurity incident. Specifically, the Company believes that one or two unauthorized third parties were able to use an email domain similar to the Company’s to convince two of the Company’s customers to send payments in the aggregate amount of approximately $308 to unauthorized bank accounts that should have been sent to the Company. The total amount of customer payments has been recovered and received by the Company. Legal Proceedings The Company is subject to a lawsuit filed by its former officer and director, Jona Zumeris, on December 17, 2019 in the Haifa Israel District Financial Court, seeking damages of approximately $900 for breach of the Separation Agreement executed on July 4, 2018, and to which matter both parties have agreed to proceed to settle in mediation scheduled to begin in late May 2020. The Company believes that a major part of the allegations included in the suit are without merit, however, due to the uncertainties of litigation or mediation, the Company can give no assurance that the Company will be able to reach reasonable settlement, or if it were to proceed in court, prevail on the claims made against the Company in such lawsuit. The Israeli court issued a court order demanding that the Company restrict approximately $700 of the Company’s money until the matter is adjudicated. The Company appealed the court order. In February 2020, the Company agreed to restrict approximately $350 and agreed to try to settle the matter in mediation which commenced in May 2020 and is still ongoing. The cash restriction is relating to this dispute is reflected on the balance sheet as “restricted cash.”

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 - SUBSEQUENT EVENTS Issuances of shares of common stock On October 12 and October 20, 2020, a shareholder converted 900,000 shares of Series C Preferred Stock into 900,000 shares of common stock at a conversion rate of 1 to 1. No purchase was made in order to convert these shares. Departure of Interim Chief Financial Officer On October 5, 2020, the Company and James Cardwell, the Company’s former Interim Chief Financial Officer, agreed by mutual understanding that Mr. Cardwell’s employment as an officer and employee of the Company will cease as of October 5, 2020, in accordance with the terms of his CFO Consulting Agreement with the Company dated June 1, 2019. Appointment of Chief Financial Officer On October 5, 2020, the Company entered into an Employment Agreement (the “Employment Agreement”) with Stephen Brown, pursuant to which the Company appointed Mr. Brown as Chief Financial Officer, effective October 5, 2020, with a term to continue in effect until terminated by either party. As consideration for his services as Chief Financial Officer, Mr. Brown is entitled to receive (i) an annual base salary of $200,000, less applicable payroll deductions and tax; (ii) reimbursement of any reasonable and customary, documented out-of-pocket expenses actually incurred by Mr. Brown in connection with the performance of his services under the Employment Agreement; and (iii) an annual bonus of $25,000, if earned, as determined by the Company in its sole discretion. Mr. Brown is also eligible to receive certain grants of incentive stock options to purchase shares of common stock of the Company. Option Cancellations On November 2, 2020, the Company entered into an option cancellation and release agreement (collectively, the “Cancellation Agreements”) with each of Brian Murphy, Christopher Fashek, Martin Goldstein, Michael Ferguson, Stephen Brown, and Thomas Mika (collectively, the “Option holders”), pursuant to which the parties agreed to cancel options to purchase an aggregate of 804,788 shares of common stock of the Company at exercise prices ranging from $2.57 to $6.00 (the “Options”) previously granted to each of the Option holders. In exchange for the cancellation of the Options, the Company paid $1.00 to each Option holder. Nasdaq Stockholders’ Equity Minimum On August 5, 2020, the Company received notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfied the Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires listed companies to maintain stockholders’ equity of at least $2.5 million for continued listing on Nasdaq, and was therefore subject to delisting. In response, the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which request stayed any further action by the Listing Qualifications Staff. The hearing was held on September 24, 2020. On October 6, 2020, the Company received formal notice that the Panel had granted the Company’s request for an extension through December 15, 2020 to evidence compliance with the Rule. The Company expects to timely satisfy the terms of the Panel’s decision; however, there can be no assurance that it will be able to do so. If compliance with the Rule cannot be demonstrated by December 15, 2020, Nasdaq will provide written notification that the Company’s common stock could be delisted. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market. If the Company’s common stock is delisted, it could be more difficult to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also impair the Company’s ability to raise capital. Nasdaq Bid Price Minimum On November 5, 2020, the Company received a letter from the Nasdaq indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between September 24, 2020, through November 4, 2020, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until May 4, 2021 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other listing criteria of the Nasdaq Capital Market.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of presentation and principles of consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 31,2019, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2020. The balance sheet for December 31, 2019 was derived from the Company’s audited financial statements for the year ended December 31, 2019. 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.
Cash and Cash Equivalents	Cash and cash equivalents Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less.
Restricted cash	Restricted cash Restricted cash of $350 represents cash restricted per a court order which resulted from a dispute between the Company and a former officer and director, see Note 9.
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 translation for the nine months ended September 30, 2020 and 2019 were $8 and $40, respectively.
Revenue Recognition	Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. See Note 7 for a detailed breakout of revenue. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors. The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors.
Fair Value Measurements	Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company measures its investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently issued accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2021. The Company does not believe that the adoption will have a material effect on the Company’s condensed interim consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures.
Recently Adopted Accounting Standards	Recently adopted accounting standards In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Although the Company adopted ASU 2018-13 on January 1, 2020, there was no material impact on the financial statements.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Schedule of Fair Value Assumptions for Options Granted	The fair value for options granted in the nine-month ended September 30, 2020 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 1.60 – 2.07 Exercise price $ 1.60 – 2.07 Risk free interest 0.29 - 0.34 % Expected term (in years) 5 Volatility 60.2 – 61.2 %
Schedule of Stock Based Expenses Recognized for Services 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, 2020 2019 2020 2019 Research and development 3 - 5 - Selling and marketing 11 11 33 33 General and administrative 169 99 288 481 Total $ 183 $ 110 $ 326 $ 514

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Schedule of Warrants Assumptions	The warrants were valued at $123 using a Black Scholes Merton pricing model with the following underlying assumptions: Price at valuation $ 2.21 Exercise price $ 2.50 Risk free interest 0.34 % Expected term (in years) 7 Volatility 60.7 %

Loss Per Share Applicable to _2

Loss Per Share Applicable to Common Stockholder (Tables)	9 Months Ended
	Sep. 30, 2020
Earnings Per Share [Abstract]
Summary of Common Share Equivalents Been Excluded from Dilutive Loss Per Share as Anti-dilutive	The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: September 30, 2020 September 30, 2019 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,810,000 Stock Options - employee and non-employee 1,693,332 749,361 Warrants 5,424,739 266,667 Total 8,146,071 3,129,810

Geographic Information and Ma_2

Geographic Information and Major Customer Data (Tables)	9 Months Ended
	Sep. 30, 2020
Segment Reporting [Abstract]
Summary of Revenue within Geographic Areas	The following is a summary of revenues within geographic areas: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 130 $ 101 $ 391 $ 259 Europe 17 - 137 161 Israel 1 - 3 13 India 2 - 2 8 Canada - - - 2 Total $ 150 $ 101 $ 533 $ 443

Other Assets (Tables)

Other Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Warrants Assumptions	The fair value for warrants received is estimated at the date of grant using a Black-Scholes-Merton pricing model with the following underlying assumptions: Price at valuation $ 0.19 – 0.26 Exercise price $ 0.19 Risk free interest 0.66 - 0.73 % Expected term (in years) 10 Volatility 140.6 – 143.9 %

Liquidity and Plan of Operati_2

Liquidity and Plan of Operations (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	May 31, 2020	Sep. 30, 2020	Sep. 30, 2019
Proceeds from sale of common stock		$ 4,223	$ 580
Proceeds from notes payable		42	$ 475
Issuance Notes Payable From Related Party [Member]
Proceeds from notes payable		200
Paycheck Protection Program [Member]
Proceeds from issuances of debt	$ 42	42
Underwritting Public Offerings [Member]
Proceeds from sale of common stock		$ 4,223

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounting Policies [Abstract]
Restricted cash	$ 350
Gains and losses from foreign currency translation	$ 8	$ 40

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Sep. 22, 2020	Aug. 24, 2020	Aug. 05, 2020	Jun. 30, 2020	Feb. 11, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Number of options, exercised								0	63,412
Number of options, issued								137,000	120,000
Fair value of options, vested								$ 123	$ 183
Stock-based compensation expense						$ 183	$ 110	326	514
Non-vested stock options granted, unrecognized estimated compensation cost						53		$ 53
Fair value options vesting term								4 months 6 days
Proceeds from sale of common stock								$ 4,223	580
Stock issued during period value						567		$ 567	$ 1,042
Conversion description								Each share of Series D Preferred Stock is convertible into 1,000 shares of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series D Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 4.99% of the total number of shares of 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.
Series E Preferred Stock [Member]
Number of options, exercised
Number of common stock shares were issued							210,000		1,810,000
Stock issued during period value
Preferred stock, conversion description								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.
Number of shares issued for conversion								950,000
Common Stock [Member]
Number of shares issued for conversion								950,000
Series D Preferred Stock [Member]
Number of options, exercised
Number of common stock shares were issued
Stock issued during period value
Number of shares issued for conversion								150.7
Series C Preferred Stock [Member]
Number of options, exercised
Number of common stock shares were issued
Stock issued during period value
Number of shares issued for conversion								487,890
Common Stock [Member]
Number of options, exercised									63,412
Number of common stock shares were issued
Stock issued during period value
Common Stock [Member] | Series D Preferred Stock [Member]
Number of shares issued for conversion								150,782
Common Stock [Member] | Series C Preferred Stock [Member]
Number of shares issued for conversion								487,890
August Underwriting Agreement [Member] | H.C. Wainwright & Co., LLC [Member]
Number of shares sold in an agreement		4,531,434
Sale of stock price per share		$ 0.75
Proceeds from sale of common stock		$ 2,700
Warrants issued to purchase common stock		339,858
Warrants expiration date		Aug. 24, 2025
Exercise price of warrants per share		$ 0.9375
September Underwriting Agreement [Member] | H.C. Wainwright & Co., LLC [Member]
Number of shares sold in an agreement	1,794,783
Sale of stock price per share	$ 1
Proceeds from sale of common stock	$ 1,400
Warrants issued to purchase common stock	134,609
Warrants expiration date	Sep. 22, 2025
Exercise price of warrants per share	$ 1.25
Consulting Agreement [Member] | Bespoke Growth Partners, Inc. [Member]
Received shares of common stock					650,000
Number of common stock shares were issued			375,000	375,000	275,000
Common stock were paid			$ 75
Stock issued during period value			$ 566	$ 844
Reduced value of general and administrative expense				$ 278
Share issued price per share			$ 1.51	$ 2.25

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Fair Value Assumptions for Options Granted (Details)	9 Months Ended
	Sep. 30, 2020$ / shares
Risk free interest, minimum	0.29%
Risk free interest, maximum	0.34%
Expected term (in years)	5 years
Volatility, minimum	60.20%
Volatility, maximum	61.20%
Minimum [Member]
Price at valuation	$ 1.60
Exercise price	1.60
Maximum [Member]
Price at valuation	2.07
Exercise price	$ 2.07

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Stock Based Expenses Recognized for Services from Employees and Non-Employees (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 183	$ 110	$ 326	$ 514
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	3		5
Selling and Marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	11	11	33	33
General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 169	$ 99	$ 288	$ 481

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jun. 22, 2020	May 14, 2020	May 31, 2020	Sep. 30, 2020	Aug. 28, 2020	Apr. 09, 2020
Warrants term				7 years		10 years
Paycheck Protection Program [Member]
Proceeds from issuances of debt			$ 42	$ 42
Debt instrument term		2 years
Debt interest rate		1.00%
Unsecured Promissory Note [Member]
Debt instrument term	1 year
Debt interest rate	10.00%
Debt instrument principal amount	$ 200
Accrued interest					$ 4
Warrants term	7 years
Warrants purchase to common stock	100,000
Warrants exercise	$ 2.50
Warrants purchase to common stock, value	123

Notes Payable - Schedule of War

Notes Payable - Schedule of Warrants Assumptions (Details)	Sep. 30, 2020$ / shares	Apr. 09, 2020
Price at valuation	$ 2.21
Exercise price	$ 2.50
Warrants term	7 years	10 years
Risk Free Interest [Member]
Warrants measurement input	0.34
Volatility [Member]
Warrants measurement input	60.7

Loss Per Share Applicable to _3

Loss Per Share Applicable to Common Stockholder - Summary of Common Share Equivalents Been Excluded from Dilutive Loss Per Share as Anti-dilutive (Details) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Total	8,146,071	3,129,810
Series D Preferred Stock [Member]
Total	153,000	303,782
Series E Preferred Stock [Member]
Total	875,000	1,810,000
Stock Options - Employee and Non-Employee [Member]
Total	1,693,332	749,361
Warrants [Member]
Total	5,424,739	266,667

Geographic Information and Ma_3

Geographic Information and Major Customer Data (Details Narrative) - segment	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Number of reportable segments			1
Sales Revenue [Member]
Concentration risk, percentage	85.00%	93.00%	68.00%	59.00%

Geographic Information and Ma_4

Geographic Information and Major Customer Data - Summary of Revenue within Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues	$ 150	$ 101	$ 533	$ 443
United States [Member]
Revenues	130	101	391	259
Europe [Member]
Revenues	17		137	161
Israel [Member]
Revenues	1		3	13
India [Member]
Revenues	2		2	8
Canada [Member]
Revenues				$ 2

Other Assets (Details Narrative

Other Assets (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 09, 2020	Sep. 30, 2020
Fair value of warrants	$ 23	$ 27
Change in fair value of warrants		$ 4
Licensing Agreement [Member] | Sanuwave Health, Inc. [Member]
Warrant term	10 years
Warrant to purchase shares	127,000
Warrant exercise price	$ 0.19

Other Assets - Schedule of Warr

Other Assets - Schedule of Warrants Assumtions (Details)	Sep. 30, 2020	Apr. 09, 2020segment
Expected term (in years)	7 years	10 years
Price At Valuation [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		0.19
Price At Valuation [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		0.26
Exercise Price [Member]
Warrants and rights outstanding, measurement input		0.19
Risk Free Interest [Member]
Warrants and rights outstanding, measurement input	0.34
Risk Free Interest [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		0.66
Risk Free Interest [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		0.73
Volatility [Member]
Warrants and rights outstanding, measurement input	60.7
Volatility [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		140.6
Volatility [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		143.9

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	Mar. 27, 2020	Dec. 17, 2019	Jun. 30, 2020	Feb. 29, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Rent and related expenses					$ 13	$ 13	$ 36	$ 43
Income tax, description	The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021
Payments to unauthorized bank accounts			$ 308
Jona Zumeris [Member]
Litigation damages sought value		$ 900
Former Officer [Member]
Litigation damages sought value		$ 700
Litigation settlement, amount				$ 350

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Nov. 05, 2020	Nov. 02, 2020	Oct. 05, 2020	Aug. 05, 2020	Sep. 30, 2020	Sep. 30, 2019
Options to purchase aggregate shares of common stock					137,000	120,000
Description of maintenance of stockholder's equity requirement				The Company received notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company no longer satisfied the Nasdaq Listing Rule 5550(b)(1) (the "Rule"), which requires listed companies to maintain stockholders' equity of at least $2.5 million for continued listing on Nasdaq, and was therefore subject to delisting. In response, the Company timely requested a hearing before the Nasdaq Hearings Panel (the "Panel"), which request stayed any further action by the Listing Qualifications Staff. The hearing was held on September 24, 2020.
Subsequent Event [Member]
Minimum bid price per share	$ 1
Subsequent Event [Member] | Employment Agreement [Member] | Stephen Brown [Member]
Annual base salary			$ 200,000
Annual bonus			$ 25,000
Subsequent Event [Member] | Cancellation Agreements [Member] | Option Holders [Member]
Options to purchase aggregate shares of common stock		804,788
Amount paid to each option holder		$ 1
Subsequent Event [Member] | Cancellation Agreements [Member] | Option Holders [Member] | Minimum [Member]
Exercise prices		$ 2.57
Subsequent Event [Member] | Cancellation Agreements [Member] | Option Holders [Member] | Maximum [Member]
Exercise prices		$ 6
Series C Preferred Stock [Member]
Number of shares converted of common stock					487,890
Series C Preferred Stock [Member] | October 12 and October 20, 2020 [Member]
Number of shares converted of preferred stock					900,000
Number of shares converted of common stock					900,000