NanoVibronix (NAOV) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-36445
Entity Registrant Name	NanoVibronix, Inc
Entity Central Index Key	0001326706
Entity Tax Identification Number	01-0801232
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Executive Blvd
Entity Address, City or Town	Elmsford
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10523
City Area Code	(914)
Local Phone Number	233-3004
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NAOV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,109,634

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 5,672	$ 7,142
Restricted cash		391
Trade receivables	36	25
Other accounts receivable and prepaid expenses	671	267
Inventory	205	145
Total current assets	6,584	7,970
Non-current assets:
Fixed assets, net	5	4
Other assets	23	25
Severance pay fund	198	199
Operating lease right-of-use assets, net	22	31
Total non-current assets	248	259
Total assets	6,832	8,229
Current liabilities:
Trade payables	181	144
Other accounts payable and accrued expenses	147	488
Deferred revenues	53
Shares issued in excess of authorized		2,257
Operating lease liabilities - current	10	13
Total current liabilities	391	2,902
Non-current liabilities:
Accrued severance pay	241	245
Deferred licensing income	176	199
Derivative liabilities	1,848	2,471
Operating lease liabilities, non-current	12	18
Total liabilities	2,668	5,835
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 24,109,635 shares at June 30, 2021 and December 31, 2020; Issued and outstanding: 24,109,634 and 21,246,523 shares at June 30, 2021 and December 31, 2020, respectively	24	22
Additional paid in capital	51,867	44,959
Accumulated other comprehensive income	59	66
Accumulated deficit	(47,788)	(42,655)
Total stockholders’ equity	4,164	2,394
Total liabilities and stockholders’ equity	6,832	8,229
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value	1	1
Total stockholders’ equity	1	1
Series D Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value
Total stockholders’ equity
Series E Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value	1	1
Total stockholders’ equity	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	24,109,635	24,109,635
Common stock, shares outstanding	24,109,634	21,246,523
Common stock, shares issued	24,109,635	21,246,523
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	666,667	666,667
Preferred stock, shares outstanding	666,667	666,667
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	506	506
Preferred stock, shares issued	153	153
Preferred stock, shares outstanding	153	153
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	875,000
Preferred stock, shares outstanding	875,000	875,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenues	$ 318	$ 269	$ 421	$ 383
Cost of revenues	110	231	136	294
Gross profit	208	38	285	89
Operating expenses:
Research and development	64	16	128	63
Selling and marketing	296	180	607	434
General and administrative	839	1,310	1,855	1,967
Total operating expenses	1,199	1,506	2,590	2,464
Loss from operations	(991)	(1,468)	(2,305)	(2,375)
Financial income (expense), net	1	(5)	(6)	(10)
Change in fair value of derivative liabilities	706		(1,242)
Gain on purchase of warrants	64		64
Warrant modification expense			(1,627)
Loss before taxes on income	(220)	(1,473)	(5,116)	(2,385)
Income tax benefit / (expense)	4	(4)	(17)	(13)
Net loss	$ (216)	$ (1,477)	$ (5,133)	$ (2,398)
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock	$ (0.01)	$ (0.20)	$ (0.21)	$ (0.33)
Weighted average common shares outstanding:
Basic and diluted	24,776,302	7,252,510	24,476,551	7,279,708
Comprehensive loss:
Net loss available to common stockholders	$ (216)	$ (1,477)	$ (5,133)	$ (2,398)
Change in foreign currency translation adjustments	(14)		(8)
Comprehensive loss available to common stockholders	$ (230)	$ (1,477)	$ (5,141)	$ (2,398)

Condensed Consolidated Statem_2

Condensed Consolidated Statement 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]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value 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
Stock-based compensation					143			143
Exchange of Series E Preferred Stock into Common Stock
Exchange of Series E Preferred Stock into Common Stock, shares			(110,000)	110,000,000
Warrants issued with notes payable					123			123
Net loss							(2,398)	(2,398)
Ending balance, value at Jun. 30, 2020	$ 2		$ 2	$ 5	39,935		(40,728)	(784)
Ending balance, shares at Jun. 30, 2020	2,993,142	304	1,715,000	4,313,764
Beginning balance, value at Mar. 31, 2020	$ 2		$ 2	$ 5	39,740		(39,251)	498
Beginning balance, shares at Mar. 31, 2020	2,993,142	304	1,715,000	4,313,764
Stock-based compensation					72			72
Warrants issued with notes payable					123			123
Net loss							(1,477)	(1,477)
Ending balance, value at Jun. 30, 2020	$ 2		$ 2	$ 5	39,935		(40,728)	(784)
Ending balance, shares at Jun. 30, 2020	2,993,142	304	1,715,000	4,313,764
Beginning balance, value at Dec. 31, 2020	$ 1		$ 1	$ 22	44,959	66	(42,655)	2,394
Beginning balance, shares at Dec. 31, 2020	666,667	153	875,000	21,246,523
Stock-based compensation					79			79
Reclass from liability to equity					3,337			3,337
Other comprehensive loss						(7)		(7)
Exercise of warrants				$ 2	3,492			3,494
Exercise of warrants, shares				2,863,111
Net loss							(5,133)	(5,133)
Ending balance, value at Jun. 30, 2021	$ 1		$ 1	$ 24	51,867	59	(47,788)	4,164
Ending balance, shares at Jun. 30, 2021	666,667	153	875,000	24,109,634
Beginning balance, value at Mar. 31, 2021	$ 1		$ 1	$ 24	51,832	61	(47,572)	4,347
Beginning balance, shares at Mar. 31, 2021	666,667	153	875,000	24,109,634
Stock-based compensation					35			35
Other comprehensive loss						(2)		(2)
Net loss							(216)	(216)
Ending balance, value at Jun. 30, 2021	$ 1		$ 1	$ 24	$ 51,867	$ 59	$ (47,788)	$ 4,164
Ending balance, shares at Jun. 30, 2021	666,667	153	875,000	24,109,634

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (5,133)	$ (2,398)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1	1
Stock-based compensation	208	143
Warrants received as licensing fee		(23)
Warrant modification expense	1,627
Change in fair value of equity investment	2	(9)
Common stock payable to consultant		844
Change in fair value of derivative liabilities	1,242
Gain on purchase of warrants	(64)
Changes in operating assets and liabilities:
Trade receivable	(12)	(146)
Other accounts receivable and prepaid expenses	(404)	110
Inventory	(60)	(27)
Trade payables	37	7
Other accounts payable and accrued expenses	(341)	(91)
Deferred revenue	30	226
Accrued severance pay, net	(3)	(15)
Net cash used in operating activities	(2,870)	(1,378)
Cash flows from investing activities:
Purchases of property plant and equipment	(2)
Net cash used in investing activities	(2)
Cash flows from financing activities:
Proceeds from issuance of notes payable		42
Proceeds from note issued to related party		200
Proceeds from exercise of warrants	1,406
Buy back of warrants from investors	(388)
Net cash provided by financing activities	1,018	242
Effects of currency translation on cash and cash equivalents	(7)
Net decrease in cash, cash equivalents and restricted cash	(1,861)	(1,136)
Cash, cash equivalents and restricted cash at beginning of period	7,533	1,338
Cash, cash equivalents and restricted cash at end of period	5,672	202
Supplemental non-cash financing and investing activities:
Discount on notes payable		123
Shares issued from exercise of warrants previously classified as derivative liability	2,087
Reclass liability to equity due to increase in authorized shares	$ 3,337

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2021
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	6 Months Ended
	Jun. 30, 2021
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. The Company has historically had recurring losses and negative cash used from operations which raised substantial doubt about the Company’s ability to continue as a going concern. During the six months ended June 30, 2021, the Company used $ 2,870 5,672

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
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, 2020, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The balance sheet for December 31, 2020 was derived from the Company’s audited financial statements for the year ended December 31, 2020. 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 Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All 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 other comprehensive income, as appropriate. The cumulative translation gains as of the years ended June 30, 2021 and 2020 were $ 7 6 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. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, 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. 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. Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2021, including interim periods within those fiscal years. The adoption of Topic 326 did not have a material on the Company’s financial statements and financial statement disclosures.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 4 – STOCKHOLDERS’ EQUITY Common stock and over-issuance The common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. As of December 3, 2020, we had 20,000,000 authorized shares of our common stock and 19,850,014 shares of common stock outstanding resulting in 149,986 shares of common stock being available for issuance. On December 4, 2020, certain holders of the Company’s Series C Preferred Stock converted 396,509 shares of Series C Preferred Stock into 396,509 shares of common stock, resulting in an overissue of 246,523 shares of common stock. Beginning on December 17, 2020, through January 22, 2021, certain holders of warrants we had issued in December 2020 (the “December 2020 Warrants”) exercised a portion of the December 2020 Warrants for 2,657,144 shares of Common Stock, resulting in an additional overissue of 2,657,144 shares of Common Stock. As of December 31, 2020, the aggregate number of shares of common stock that was overissued by the Company was 4,109,634 . The shares issued in excess of the authorized amount are classified as liabilities. The common stock equivalents are subject to the Company’s sequencing policy and are classified as derivative liabilities (see Note 5). On March 3, 2021, the Company filed a proxy statement in connection with a special meeting of stockholders to be held on March 31, 2021 to (i) ratify the increase in the number of authorized shares of common stock from 20,000,000 to 24,109,635 and the issuance of such 4,109,635 shares of common stock, and (ii) further increase the number of our authorized shares of common stock. On May 6, 2021, the Company’s stockholders voted to approve the ratification of the increase in the number of authorized shares of common stock from 20,000,000 to 24,109,635 and the issuance of such 4,109,635 shares of common stock to be effective as of December 4, 2020 but the stockholders did not approve a further increase in the number of its authorized shares of common stock. We have filed with the Secretary of State of the State of Delaware a Certificate of Validation with respect to the Share Increase Ratification and such Certificate of Validation has become effective. Stock-based compensation and options During the six-month period ended June 30, 2021 and 2020, 180,000 15,000 three years 99 208 72 143 13,845 The fair value for options granted in 2021 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED Price at valuation $ 1.04 Exercise price $ 1.04 Risk free interest 0.49 % Expected term (in years) 5 Volatility 81.5 % The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED FOR SERVICES FROM EMPLOYEES AND NON-EMPLOYEES Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development 5 1 10 1 Selling and marketing 10 11 31 22 General and administrative 84 60 167 120 Total $ 99 $ 72 $ 208 $ 143 As of June 30, 2021, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 194 0.99 Series 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. Warrant exercises and modification On December 2, 2020, we entered into a Securities Purchase Agreement with certain institutional and accredited investors pursuant to which the Company issued and sold to such investors in a private placement an aggregate of (i) 5,914,285 0.70 2,657,144 0.699 6.0 5.4 1,657,144 0.001 On January 21, 2021, Company entered into letter agreements (the “Letter Agreements”) with certain existing accredited investors to exercise certain outstanding warrants (the “Existing Warrants”) to purchase up to an aggregate of 1,205,968 shares of the Company’s common stock at an exercise price per share of $ 1.165 (the “Exercise”). Certain of the Existing Warrants (the “Registered Existing Warrants”) and the shares of common stock underlying the Registered Existing Warrants have been registered pursuant to a registration statement on Form S-3 (File No. 333-251264) and a registration statement on Form S-1 (File No. 333-218871). In consideration for the exercise of the Existing Warrants for cash, the exercising holders received new unregistered warrants to purchase up to an aggregate of 1,205,967 shares of common stock (the “New Warrants”) at an exercise price of $ 1.04 per share and with an exercise period of seven years from the initial closing date. The gross proceeds to the Company from the Exercise were approximately $ 1.4 million. The New Warrants were 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 $ 1,627 In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS Risk free interest 0.05 0.85 % Dividend yield 0 % Volatility 82.7 211 % Contractual term (in years) 0.67 6.56

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2021
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES During 2020, the Company established a sequencing policy to which common stock equivalents are exercisable to shares of common stock more than the Company’s authorized limit. It was determined that all options and warrants by the end of the year were no longer permitted to be classified as equity and were valued at fair market value using Black Scholes and recorded as derivative liabilities. On April 6, 2021, the Company agreed to buy back 663,332 warrants from investors for a total of $ 368 . The warrants had exercise prices between $ 0.88 and $ 0.94 per share. The value of the derivative liabilities associated with these warrants was $ 451 . The Company recorded a $ 64 gain in connection with the buy back of the 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 quarter ended June 30, 2021 is as follows: SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS Stock price $ 0.85 Conversion price $ 0.72 6.90 Contractual term (in years) 0.67 – 6.56 Volatility (annual) 82.7 % - 211 % Risk-free rate 0.09 % - 1.21 % 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. Financial Liabilities Measured at Fair Value on a Recurring Basis 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 3 during the three and six months ended June 30, 2021. The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021. SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,755 Change in fair value of derivative liability 1,242 Exercises/redemptions (3,620 ) Balance – June 30, 2021 $ 1,848

LEASES

LEASES	6 Months Ended
	Jun. 30, 2021
Leases
LEASES	NOTE 6 – LEASES The Company has operating lease agreements with terms up to 3 The Company’s weighted-average remaining lease term relating to its operating leases is 2.92 10 The Company incurred $ 4 and $ 10 of lease expense for its operating leases for the three months and six months ended June 30, 2021, respectively. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of June 30, 2021: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2021 $ 5 2022 10 2023 10 Total undiscounted operating lease payments 25 Less: Imputed interest 3 Present value of operating lease liabilities $ 22

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	NOTE 7 – 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 six months ended June 30, 2021 and 2020 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: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE June 30, 2021 June 30, 2020 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,715,000 Stock Options - employee and non-employee 1,914,699 1,571,332 Warrants 4,784,262 266,667 Total 7,726,961 3,856,781 The diluted loss per share equals basic loss per share in the three and six months ended June 31, 2021 and 2020 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	6 Months Ended
	Jun. 30, 2021
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 SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 292 $ 151 $ 384 $ 261 Europe 10 117 11 120 Israel 1 1 2 2 New Zealand 3 - 12 - Canada 12 - 12 - Total $ 318 $ 269 $ 421 $ 383

OTHER ASSETS

OTHER ASSETS	6 Months Ended
	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	NOTE 9 – OTHER ASSETS On April 9, 2020, pursuant to a licensing agreement entered into in March 2020, the Company received 10 127,000 0.19 SCHEDULE OF WARRANTS ASSUMPTIONS Price at valuation $ 0.18 Exercise price $ 0.19 Risk free interest 1.45 % Expected term (in years) 9 Volatility 133.3 % The Company considers this to be level 3 inputs and is valued at each reporting period. The fair value of these warrants decreased by $ 2 22

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES 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. Pending litigation On February 26, 2021, Protrade Systems, Inc. (“Protrade”) filed a Request for Arbitration (the “Request”) with the International Court of Arbitration (the “ICA”) of the International Chamber of Commerce alleging the Company is in breach of an Exclusive Distribution Agreement dated March 7, 2019 (the “Agreement”) between Protrade and the Company. Protrade alleges, in part, that the Company has breached the Agreement by discontinuing the manufacture of the DV0057 Painshield MD device in favor of an updated 10-100-001 Painshield MD device. Protrade claims damages estimated at $ 3

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
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, 2020, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The balance sheet for December 31, 2020 was derived from the Company’s audited financial statements for the year ended December 31, 2020. 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	Foreign currency translation Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All 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 other comprehensive income, as appropriate. The cumulative translation gains as of the years ended June 30, 2021 and 2020 were $ 7 6
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. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, 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. 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.
Sequencing	Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy.
Recently adopted accounting standards	Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2021, including interim periods within those fiscal years. The adoption of Topic 326 did not have a material on the Company’s financial statements and financial statement disclosures.

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED	The fair value for options granted in 2021 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED Price at valuation $ 1.04 Exercise price $ 1.04 Risk free interest 0.49 % Expected term (in years) 5 Volatility 81.5 %
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. SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED FOR SERVICES FROM EMPLOYEES AND NON-EMPLOYEES Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development 5 1 10 1 Selling and marketing 10 11 31 22 General and administrative 84 60 167 120 Total $ 99 $ 72 $ 208 $ 143
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS	In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS Risk free interest 0.05 0.85 % Dividend yield 0 % Volatility 82.7 211 % Contractual term (in years) 0.67 6.56

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2021
Derivative Liabilities
SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS	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 quarter ended June 30, 2021 is as follows: SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS Stock price $ 0.85 Conversion price $ 0.72 6.90 Contractual term (in years) 0.67 – 6.56 Volatility (annual) 82.7 % - 211 % Risk-free rate 0.09 % - 1.21 %
SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE	The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021. SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,755 Change in fair value of derivative liability 1,242 Exercises/redemptions (3,620 ) Balance – June 30, 2021 $ 1,848

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2021
Leases
SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES	The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of June 30, 2021: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2021 $ 5 2022 10 2023 10 Total undiscounted operating lease payments 25 Less: Imputed interest 3 Present value of operating lease liabilities $ 22

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables)	6 Months Ended
	Jun. 30, 2021
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: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE June 30, 2021 June 30, 2020 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,715,000 Stock Options - employee and non-employee 1,914,699 1,571,332 Warrants 4,784,262 266,667 Total 7,726,961 3,856,781

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS	SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 292 $ 151 $ 384 $ 261 Europe 10 117 11 120 Israel 1 1 2 2 New Zealand 3 - 12 - Canada 12 - 12 - Total $ 318 $ 269 $ 421 $ 383

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	6 Months Ended
	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS Price at valuation $ 0.18 Exercise price $ 0.19 Risk free interest 1.45 % Expected term (in years) 9 Volatility 133.3 %

LIQUIDITY AND PLAN OF OPERATI_2

LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Liquidity And Plan Of Operations
Net cash used in operating activities	$ 2,870	$ 1,378
Cash	$ 5,672

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 7	$ 6

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details)	6 Months Ended
	Jun. 30, 2021$ / shares
Equity [Abstract]
Price at valuation	$ 1.04
Exercise price	$ 1.04
Risk free interest	0.49%
Expected term (in years)	5 years
Volatility	81.50%

SCHEDULE OF STOCK BASED EXPENSE

SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED FOR SERVICES FROM EMPLOYEES AND NON-EMPLOYEES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stock-based compensation	$ 99	$ 72	$ 208	$ 143
Research and Development Expense [Member]
Stock-based compensation	5	1	10	1
Selling and Marketing Expense [Member]
Stock-based compensation	10	11	31	22
General and Administrative Expense [Member]
Stock-based compensation	$ 84	$ 60	$ 167	$ 120

SCHEDULE OF FAIR VALUE ASSUMP_2

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details)	Jun. 30, 2021	Apr. 09, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)		9 years
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	8 months 1 day
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	6 years 6 months 21 days
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage		1.45
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0.05
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0.85
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage		133.3
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	82.7
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	211

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Dec. 04, 2020	Dec. 02, 2020	Jan. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	May 06, 2021	Jan. 22, 2021	Jan. 21, 2021	Dec. 31, 2020	Dec. 03, 2020
Class of Stock [Line Items]
Common Stock, Shares Authorized				24,109,635		24,109,635		24,109,635			24,109,635	20,000,000
Common Stock, Shares, Outstanding				24,109,634		24,109,634					21,246,523	19,850,014
Common Stock, Capital Shares Reserved for Future Issuance												149,986
Excess Stock, Shares Issued				4,109,635		4,109,635
Common Stock, Shares, Issued				24,109,635		24,109,635		4,109,635			21,246,523
Stock-based compensation expense				$ 99	$ 72	$ 208	$ 143
Options expired						13,845
Proceeds from Warrant Exercises						$ 1,406
Warrants, modification expense						$ 22
New Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				1,205,967		1,205,967
Exercise price of warrants per share				$ 1.04		$ 1.04
Proceeds from Warrant Exercises						$ 1,400
Warrants, modification expense						1,627
Employee Stock [Member]
Class of Stock [Line Items]
Non-vested stock options granted, unrecognized estimated compensation cost				$ 194		$ 194
Non-vested stock options granted, weighted average period						11 months 26 days
Employees and Consultants [Member]
Class of Stock [Line Items]
Number of options, granted						180,000	15,000
Fair value options vesting term						3 years	3 years
Stock-based compensation expense				$ 99	$ 72	$ 208	$ 143
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Gross proceeds from private placement		$ 6,000
Net proceeds from private placement		$ 5,400
Securities Purchase Agreement [Member] | Private Placement [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued		5,914,285
Sale of stock, price per share		$ 0.70
Two Investors [Member] | Warrants [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued			1,657,144
Exercise price of warrants per share			$ 0.001
Accredited Investors [Member] | Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights										1,205,968
Exercise price of warrants per share										$ 1.165
Common Stock [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Issued	396,509
Excess Stock, Shares Issued	246,523										4,109,634
Pre-funded Warrants [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued		2,657,144
Sale of stock, price per share		$ 0.699
Exercise price of warrants per share		$ 0.001
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	396,509
December 2020 Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									2,657,144
December 2020 Warrants [Member] | Common Stock [Member]
Class of Stock [Line Items]
Excess Stock, Shares Issued									2,657,144
Series E Preferred Stock [Member]
Class of Stock [Line Items]
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.

SUMMARY OF QUANTITATIVE INFORMA

SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS (Details)	Jun. 30, 2021$ / shares	Apr. 09, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stock price	$ 1.04
Warrants and Rights Outstanding, Term		9 years
Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants and Rights Outstanding, Term	8 months 1 day
Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants and Rights Outstanding, Term	6 years 6 months 21 days
Measurement Input, Expected Term [Member] | Minimum [Member] | Derivative Liability [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants and Rights Outstanding, Term	8 months 1 day
Measurement Input, Expected Term [Member] | Maximum [Member] | Derivative Liability [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants and Rights Outstanding, Term	6 years 6 months 21 days
Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stock price	$ 0.85
Warrant [Member] | Measurement Input, Conversion Price [Member] | Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	0.72
Warrant [Member] | Measurement Input, Conversion Price [Member] | Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	6.90
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	82.7
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	211
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	0.09
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative liability Measurement input	1.21

SCHEDULE OF CHANGES IN LEVEL 3

SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Derivative Liabilities
Balance – December 31, 2020	$ 2,471
New issuances	1,755
Change in fair value of derivative liability	1,242
Exercises/redemptions	(3,620)
Balance – June 30, 2021	$ 1,848

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 06, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Summary of Investment Holdings [Line Items]
Payments for Repurchase of Warrants				$ 388
[custom:GainLossOnPurchaseOfWarrants]		$ 64		$ 64
Derivative Liability Warrants [Member] | Investors [Member]
Summary of Investment Holdings [Line Items]
[custom:NumberOfWarrantsAcquired]	663,332
Payments for Repurchase of Warrants	$ 368
Derivative Liability	451
[custom:GainLossOnPurchaseOfWarrants]	$ 64
Derivative Liability Warrants [Member] | Investors [Member] | Minimum [Member]
Summary of Investment Holdings [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.88
Derivative Liability Warrants [Member] | Investors [Member] | Maximum [Member]
Summary of Investment Holdings [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.94

SCHEDULE OF LIABILITIES ARISING

SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES (Details) $ in Thousands	Jun. 30, 2021USD ($)
Leases
2021	$ 5
2022	10
2023	10
Total undiscounted operating lease payments	25
Less: Imputed interest	3
Present value of operating lease liabilities	$ 22

LEASES (Details Narrative)

LEASES (Details Narrative) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Leases
Lease term	3 years	3 years
Weighted-average remaining lease term	2 years 11 months 1 day	2 years 11 months 1 day
Weighted-average discount rate	10.00%	10.00%
Operating Lease, Expense	$ 4	$ 10

SUMMARY OF COMMON SHARE EQUIVAL

SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,726,961	3,856,781
Series D Preferred Stock Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	153,000,000	303,782
Series E Preferred Stock Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	875,000	1,715,000
Stock Options - Employee and Non-Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,914,699	1,571,332
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,784,262	266,667

SUMMARY OF REVENUE WITHIN GEOGR

SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 318	$ 269	$ 421	$ 383
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	292	151	384	261
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	10	117	11	120
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1	1	2	2
NEW ZEALAND
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3		12
CANADA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 12		$ 12

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative)	6 Months Ended
	Jun. 30, 2021Segment
Segment Reporting [Abstract]
Number of reportable	1

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details)	Apr. 09, 2020$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)	9 years
Price At Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.18
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.19
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.45
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	133.3

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2021	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual term (in years)		9 years
Fair value of warrants decreased	$ 2
Fair value of warrants	$ 22
Licensing Agreement [Member] | Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual term (in years)		10 years
Warrants issued to purchase common stock		127,000
Exercise price of warrants per share		$ 0.19

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Millions	Feb. 26, 2021USD ($)
Protrade Systems, Inc [Member]
Entity Listings [Line Items]
Litigation damages sought value	$ 3