Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 $0.001 per share | |
Trading Symbol | NAOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,946,793 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 8,599 | $ 7,142 |
Restricted cash | 391 | |
Trade receivables | 28 | 25 |
Other accounts receivable and prepaid expenses | 597 | 267 |
Inventory | 201 | 145 |
Total current assets | 9,425 | 7,970 |
Non-current assets: | ||
Fixed assets, net | 6 | 4 |
Other assets | 16 | 25 |
Severance pay fund | 199 | 199 |
Operating lease right-of-use assets, net | 20 | 31 |
Total non-current assets | 241 | 259 |
Total assets | 9,666 | 8,229 |
Current liabilities: | ||
Trade payables | 62 | 144 |
Other accounts payable and accrued expenses | 194 | 488 |
Shares issued in excess of authorized | 2,257 | |
Operating lease liabilities - current | 10 | 13 |
Total current liabilities | 266 | 2,902 |
Non-current liabilities: | ||
Accrued severance pay | 243 | 245 |
Deferred licensing income | 165 | 199 |
Deferred revenue | 271 | |
Derivative liabilities | 2,471 | |
Operating lease liabilities, non-current | 10 | 18 |
Total liabilities | 955 | 5,835 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock of $0.001 par value - Authorized: 40,000,000 shares at September 30, 2021 and 24,109,634 at December 31, 2020; Issued and outstanding: 27,178,126 and 21,246,523 shares at September 30, 2021 and December 31, 2020, respectively | 27 | 22 |
Additional paid in capital | 63,086 | 44,959 |
Accumulated other comprehensive income | 59 | 66 |
Accumulated deficit | (54,463) | (42,655) |
Total stockholders’ equity | 8,711 | 2,394 |
Total liabilities and stockholders’ equity | 9,666 | 8,229 |
Series C Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 1 | 1 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Series E Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 24,109,634 |
Common stock, shares issued | 27,178,126 | 21,246,523 |
Common stock, shares outstanding | 27,178,126 | 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 | 0 | 875,000 |
Preferred stock, shares outstanding | 0 | 875,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 499 | $ 150 | $ 920 | $ 533 |
Cost of revenues | 271 | 51 | 407 | 345 |
Gross profit | 228 | 99 | 513 | 188 |
Operating expenses: | ||||
Research and development | 50 | 68 | 178 | 131 |
Selling and marketing | 245 | 289 | 852 | 723 |
General and administrative | 801 | 546 | 2,656 | 2,513 |
Total operating expenses | 1,096 | 903 | 3,686 | 3,367 |
Loss from operations | (868) | (804) | (3,173) | (3,179) |
Interest expense | (123) | (123) | ||
Financial income (expense), net | (23) | (15) | (29) | (25) |
Change in fair value of derivative liabilities | (5,714) | (6,956) | ||
Gain on purchase of warrants | 64 | |||
Warrant modification expense | (1,627) | |||
Loss before taxes on income | (6,605) | (942) | (11,721) | (3,327) |
Income tax benefit / (expense) | (70) | 20 | (87) | 7 |
Net loss | $ (6,675) | $ (922) | $ (11,808) | $ (3,320) |
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock | $ (0.26) | $ (0.10) | $ (0.47) | $ (0.43) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 26,096,957 | 9,344,254 | 25,014,919 | 7,649,242 |
Comprehensive loss: | ||||
Net loss available to common stockholders | $ (6,675) | $ (922) | $ (11,808) | $ (3,320) |
Change in foreign currency translation adjustments | 1 | (7) | ||
Comprehensive loss available to common stockholders | $ (6,674) | $ (922) | $ (11,815) | $ (3,320) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | 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 | 326 | 326 | ||||||
Warrants issued with notes payable | 567 | 567 | ||||||
Warrants issued with notes payable, shares | 375,000 | |||||||
Issuance of common stock for services | $ 7 | 4,216 | 4,223 | |||||
Issuance of common stock for services, shares | 6,326,217 | |||||||
Issuance of common stock for cash, net | 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, value 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, value 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 | ||||
Stock-based compensation | 183 | 183 | ||||||
Issuance of common stock for services | 567 | 567 | ||||||
Issuance of common stock for services, shares | 375,000 | |||||||
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, value 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, 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 | 114 | 114 | ||||||
Issuance of common stock for cash, net | 3 | 3 | ||||||
Exercise of warrants | $ 2 | 7,050 | 7,052 | |||||
Exercise of warrants, shares | 5,056,603 | |||||||
Conversion of preferred stock to common stock | ||||||||
Conversion of preferred stock to common stock, shares | (875,000) | 875,000 | ||||||
Reclassification from liability to equity | 10,963 | $ 10,963 | ||||||
Other comprehensive loss | (7) | (7) | ||||||
Net loss | (11,808) | (11,808) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 1 | $ 27 | 63,086 | 59 | (54,463) | 8,711 | |
Ending balance, shares at Sep. 30, 2021 | 666,667 | 153 | 27,178,126 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 1 | $ 1 | $ 24 | 51,867 | 59 | (47,788) | 4,164 | |
Beginning balance, shares at Jun. 30, 2021 | 666,667 | 153 | 875,000 | 24,109,634 | ||||
Stock-based compensation | 35 | 35 | ||||||
Issuance of common stock for cash, net | 3 | 3 | ||||||
Exercise of warrants | 3,558 | 3,558 | ||||||
Exercise of warrants, shares | 2,193,491 | |||||||
Conversion of preferred stock to common stock | ||||||||
Conversion of preferred stock to common stock, shares | (875,000) | 875,000 | ||||||
Reclassification from liability to equity | 7,626 | 7,626 | ||||||
Other comprehensive loss | ||||||||
Net loss | (6,675) | (6,675) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 1 | $ 27 | $ 63,086 | $ 59 | $ (54,463) | $ 8,711 | |
Ending balance, shares at Sep. 30, 2021 | 666,667 | 153 | 27,178,126 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (11,808) | $ (3,320) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 2 |
Noncash interest expense | 123 | |
Stock-based compensation | 114 | 326 |
Warrants received as licensing fee | (23) | |
Warrant modification expense | 1,627 | |
Change in fair value of equity investment | 9 | (4) |
Common stock payable to consultant | 566 | |
Change in fair value of derivative liabilities | 7,148 | |
Gain on purchase of warrants | (64) | |
Changes in operating assets and liabilities: | ||
Trade receivable | (4) | 8 |
Other accounts receivable and prepaid expenses | (330) | 107 |
Inventory | (56) | 12 |
Trade payables | (82) | (46) |
Other accounts payable and accrued expenses | (294) | (19) |
Deferred revenue | 237 | 215 |
Accrued severance pay, net | (2) | (20) |
Net cash used in operating activities | (3,504) | (2,073) |
Cash flows from investing activities: | ||
Purchases of property plant and equipment | (3) | |
Net cash used in investing activities | (3) | |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 42 | |
Proceeds from note issued to related party | 200 | |
Payments of note payable to related party | (200) | |
Proceeds from issuance of Preferred Series E stock | 4,223 | |
Proceeds from exercise of warrants | 4,968 | |
Buy back of warrants from investors | (388) | |
Net cash provided by financing activities | 4,580 | 4,265 |
Effects of currency translation on cash and cash equivalents | (7) | |
Net increase in cash, cash equivalents and restricted cash | 1,066 | 2,193 |
Cash, cash equivalents and restricted cash at beginning of period | 7,533 | 1,338 |
Cash, cash equivalents and restricted cash at end of period | 8,599 | 3,531 |
Supplemental non-cash financing and investing activities: | ||
Discount on notes payable | 123 | |
Issuance of common stock payable | 566 | |
Conversion of Series C, D, and E Preferred stock into common stock | 1 | |
Shares issued from exercise of warrants previously classified as derivative liability | 2,087 | |
Reclassification liability to equity due to increase in authorized shares | $ 10,963 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021, the Company used $ 3,504 8,599 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 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 (losses) as of the nine months ended September 30, 2021 and 2020 were ($7) 8 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 | 9 Months Ended |
Sep. 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 19,850,014 149,986 396,509 396,509 246,523 2,657,144 2,657,144 4,109,634 20,000,000 24,109,635 4,109,635 20,000,000 24,109,635 4,109,635 On August 17, 2021, the Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of the Company’s Common Stock authorized for issuance from 24,109,635 shares to 40,000,000 shares. As a result of the vote to increase the number of shares authorized for issuance, the warrants that were previously accounted for as derivative liabilities were marked to market through the date of approval and then reclassified to additional paid in capital (equity), as the Company had sufficient authorized shares to settle the exercise of the warrants. Stock-based compensation and options During the nine-month period ended September 180,000 137,000 three years September 99 306 September 123 326 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 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development 5 3 15 5 Selling and marketing 10 11 41 33 General and administrative 84 169 250 288 Total $ 99 $ 183 $ 306 $ 326 Stock-based compensation $ 99 $ 183 $ 306 $ 326 As of September 30, 2021, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 95 1.04 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 On August 17, 2021, a shareholder converted 875,000 875,000 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 shares of the Company’s common stock at an offering price of $ 0.70 per share and (ii) pre-funded warrants to purchase up to 2,657,144 shares of common stock at a purchase price of $ 0.699 per pre-funded warrant, for gross proceeds of approximately $ 6.0 million, and net proceeds of approximately $ 5.4 million. In January 2021, two investors exercised an aggregate of 1,657,144 warrants at $ 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 1.165 1,205,967 1.04 1.4 In August and September 2021, investors exercised 1,477,035 0.88 2.50 3.6 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 | 9 Months Ended |
Sep. 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 663,332 368 0.88 0.94 451 64 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 September 30, 2021 is as follows: SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS Stock price $ 1.02 - 2.94 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 nine months ended September 30, 2021. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021. SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,819 Change in fair value of derivative liability 6,916 Reclassification liability to equity (10,755 ) Buy back of warrants (451 ) Balance – September 30, 2021 $ - |
LEASES
LEASES | 9 Months Ended |
Sep. 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 10 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of September 30, 2021: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2021 $ 3 2022 10 2023 10 Total undiscounted operating lease payments 23 Less: Imputed interest 3 Present value of operating lease liabilities $ 20 |
LOSS PER SHARE APPLICABLE TO CO
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER | 9 Months Ended |
Sep. 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 nine months ended September 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 September 30, 2021 September 30, 2020 Series D Preferred Stock 153 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 1,914,699 1,693,332 Warrants 2,309,347 5,424,739 Total 4,224,199 8,146,071 Total 4,224,199 8,146,071 The diluted loss per share equals basic loss per share in the three and nine months ended September 30, 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 | 9 Months Ended |
Sep. 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 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 490 $ 130 $ 874 $ 391 Europe 4 17 15 137 Israel 2 1 4 3 New Zealand 3 2 15 2 Canada - - 12 - Total $ 499 $ 150 $ 920 $ 533 Total $ 499 $ 150 $ 920 $ 533 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 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 $ 0.12 Exercise price $ 0.19 Risk free interest 1.52 % Expected term (in years) 9 Volatility 118.0 % The Company considers this to be level 3 inputs and is valued at each reporting period. The fair value of these warrants decreased by $ 10 14 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 (losses) as of the nine months ended September 30, 2021 and 2020 were ($7) 8 |
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) | 9 Months Ended |
Sep. 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 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development 5 3 15 5 Selling and marketing 10 11 41 33 General and administrative 84 169 250 288 Total $ 99 $ 183 $ 306 $ 326 Stock-based compensation $ 99 $ 183 $ 306 $ 326 |
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) | 9 Months Ended |
Sep. 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 September 30, 2021 is as follows: SUMMARY OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS Stock price $ 1.02 - 2.94 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 nine months ended September 30, 2021. SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,819 Change in fair value of derivative liability 6,916 Reclassification liability to equity (10,755 ) Buy back of warrants (451 ) Balance – September 30, 2021 $ - |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2021 $ 3 2022 10 2023 10 Total undiscounted operating lease payments 23 Less: Imputed interest 3 Present value of operating lease liabilities $ 20 |
LOSS PER SHARE APPLICABLE TO _2
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 September 30, 2020 Series D Preferred Stock 153 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 1,914,699 1,693,332 Warrants 2,309,347 5,424,739 Total 4,224,199 8,146,071 Total 4,224,199 8,146,071 |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS | The Company manages its business on the basis of one SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 490 $ 130 $ 874 $ 391 Europe 4 17 15 137 Israel 2 1 4 3 New Zealand 3 2 15 2 Canada - - 12 - Total $ 499 $ 150 $ 920 $ 533 Total $ 499 $ 150 $ 920 $ 533 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF WARRANTS ASSUMPTIONS | SCHEDULE OF WARRANTS ASSUMPTIONS Price at valuation $ 0.12 Exercise price $ 0.19 Risk free interest 1.52 % Expected term (in years) 9 Volatility 118.0 % |
LIQUIDITY AND PLAN OF OPERATI_2
LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Liquidity And Plan Of Operations | ||
Net cash used in operating activities | $ 3,504 | $ 2,073 |
Cash | $ 8,599 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Gains and losses from foreign currency translation | $ (7) | $ 8 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) | 9 Months Ended |
Sep. 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation | $ 99 | $ 183 | $ 306 | $ 326 |
Research and Development Expense [Member] | ||||
Stock-based compensation | 5 | 3 | 15 | 5 |
Selling and Marketing Expense [Member] | ||||
Stock-based compensation | 10 | 11 | 41 | 33 |
General and Administrative Expense [Member] | ||||
Stock-based compensation | $ 84 | $ 169 | $ 250 | $ 288 |
SCHEDULE OF FAIR VALUE ASSUMP_2
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details) | Sep. 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 | 1.52 | |
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 | 118 | |
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 | Aug. 17, 2021 | Dec. 04, 2020 | Dec. 02, 2020 | Sep. 30, 2021 | Aug. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 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 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 24,109,635 | 24,109,634 | 20,000,000 | ||||||||
Common Stock, Shares, Outstanding | 27,178,126 | 27,178,126 | 27,178,126 | 21,246,523 | 19,850,014 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 149,986 | ||||||||||||||
Common Stock, Shares, Issued | 27,178,126 | 27,178,126 | 27,178,126 | 4,109,635 | 21,246,523 | ||||||||||
Stock-based compensation expense | $ 99 | $ 183 | $ 306 | $ 326 | |||||||||||
Options expired | 13,845 | ||||||||||||||
Proceeds from exercise of warrants | $ 4,968 | ||||||||||||||
Warrants, modification expense | $ 14 | ||||||||||||||
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 | 1,205,967 | ||||||||||||
Exercise price of warrants per share | $ 1.04 | $ 1.04 | $ 1.04 | ||||||||||||
Proceeds from exercise of warrants | $ 1,400 | ||||||||||||||
Warrants, modification expense | 1,627 | ||||||||||||||
Employee Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Non-vested stock options granted, unrecognized estimated compensation cost | $ 95 | $ 95 | $ 95 | ||||||||||||
Non-vested stock options granted, weighted average period | 1 year 14 days | ||||||||||||||
Employees and Consultants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of options, granted | 180,000 | 137,000 | |||||||||||||
Fair value options vesting term | 3 years | 3 years | |||||||||||||
Stock-based compensation expense | $ 99 | $ 123 | $ 306 | $ 326 | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Gross proceeds from private placement | $ 6,000 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 5,400 | ||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 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 in Transaction | 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 | ||||||||||||||
Investors [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price of warrants per share | $ 0.88 | $ 2.50 | $ 0.88 | $ 0.88 | |||||||||||
Proceeds from exercise of warrants | $ 3,600 | $ 3,600 | |||||||||||||
Number of warrants exercised | 1,477,035 | 1,477,035 | 1,477,035 | 1,477,035 | |||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of Stock, Shares Converted | 875,000 | ||||||||||||||
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 in Transaction | 2,657,144 | ||||||||||||||
Sale of Stock, Price Per Share | $ 0.699 | ||||||||||||||
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] | |||||||||||||||
Conversion of Stock, Shares Converted | 875,000 | ||||||||||||||
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) | Sep. 30, 2021$ / shares | Apr. 09, 2020 |
Share Price | $ 1.04 | |
Warrants, measurement input, term | 9 years | |
Measurement Input, Price Volatility [Member] | ||
Warrants, measurement input | 118 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, measurement input | 1.52 | |
Minimum [Member] | ||
Warrants, measurement input, term | 8 months 1 day | |
Minimum [Member] | Measurement Input, Expected Term [Member] | Derivative Liability [Member] | ||
Warrants, measurement input, term | 8 months 1 day | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Warrants, measurement input | 82.7 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, measurement input | 0.05 | |
Maximum [Member] | ||
Warrants, measurement input, term | 6 years 6 months 21 days | |
Maximum [Member] | Measurement Input, Expected Term [Member] | Derivative Liability [Member] | ||
Warrants, measurement input, term | 6 years 6 months 21 days | |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Warrants, measurement input | 211 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, measurement input | 0.85 | |
Warrant [Member] | Minimum [Member] | ||
Share Price | $ 1.02 | |
Warrant [Member] | Minimum [Member] | Measurement Input, Conversion Price [Member] | ||
Warrants, measurement input | 0.72 | |
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Warrants, measurement input | 82.7 | |
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, measurement input | 0.09 | |
Warrant [Member] | Maximum [Member] | ||
Share Price | $ 2.94 | |
Warrant [Member] | Maximum [Member] | Measurement Input, Conversion Price [Member] | ||
Warrants, measurement input | 6.90 | |
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Warrants, measurement input | 211 | |
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, measurement input | 1.21 |
SCHEDULE OF CHANGES IN LEVEL 3
SCHEDULE OF CHANGES IN LEVEL 3 LIABILITIES MEASURED AT FAIR VALUE (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative Liabilities | |
Balance - December 31, 2020 | $ 2,471 |
New issuances | 1,819 |
Change in fair value of derivative liability | 6,916 |
Reclassification liability to equity | (10,755) |
Buy back of warrants | (451) |
Balance - September 30, 2021 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 06, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Offsetting Assets [Line Items] | |||||
Payments for Repurchase of Warrants | $ 388 | ||||
Gain on purchase of warrants | $ 64 | ||||
Derivative Liability Warrants [Member] | Investors [Member] | |||||
Offsetting Assets [Line Items] | |||||
Number of warrants acquired | 663,332 | ||||
Payments for Repurchase of Warrants | $ 368 | ||||
Derivative Liability | 451 | ||||
Gain on purchase of warrants | $ 64 | ||||
Derivative Liability Warrants [Member] | Investors [Member] | Minimum [Member] | |||||
Offsetting Assets [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.88 | ||||
Derivative Liability Warrants [Member] | Investors [Member] | Maximum [Member] | |||||
Offsetting Assets [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 | Sep. 30, 2021USD ($) |
Leases | |
2021 | $ 3 |
2022 | 10 |
2023 | 10 |
Total undiscounted operating lease payments | 23 |
Less: Imputed interest | 3 |
Present value of operating lease liabilities | $ 20 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,224,199 | 8,146,071 |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 153 | 153,000 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 875,000 | |
Stock Options Employee and NonEmployee [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,914,699 | 1,693,332 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,309,347 | 5,424,739 |
SUMMARY OF REVENUE WITHIN GEOGR
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | $ 499 | $ 150 | $ 920 | $ 533 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | 490 | 130 | 874 | 391 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | 4 | 17 | 15 | 137 |
ISRAEL | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | 2 | 1 | 4 | 3 |
NEW ZEALAND | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | 3 | 2 | 15 | 2 |
CANADA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total | $ 12 |
SCHEDULE OF WARRANTS ASSUMPTION
SCHEDULE OF WARRANTS ASSUMPTIONS (Details) | Apr. 09, 2020 |
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 | 0.12 |
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 | 1.52 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 118 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 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 | $ 10 | |
Fair value of warrants | $ 14 | |
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] | |
Litigation damages sought value | $ 3 |