NanoVibronix (NAOV) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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		27,997,793

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 5,990	$ 7,737
Trade receivables	134	200
Other accounts receivable and prepaid expenses	911	230
Inventory	355	175
Total current assets	7,390	8,342
Non-current assets:
Fixed assets, net	5	5
Other assets	17	19
Severance pay fund	207	207
Operating lease right-of-use assets, net	44	49
Total non-current assets	273	280
Total assets	7,663	8,622
Current liabilities:
Trade payables	172	87
Other accounts payable and accrued expenses	1,747	1,723
Deferred revenues	44	44
Operating lease liabilities - current	44	49
Total current liabilities	2,007	1,903
Non-current liabilities:
Accrued severance pay	253	253
Deferred licensing income	142	153
Total liabilities	2,402	2,309
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 40,000,000 shares at March 31, 2022 and December 31, 2021, respectively; Issued and outstanding: 27,997,793 shares at March 31, 2022 and December 31, 2021,	28	28
Additional paid in capital	63,248	63,162
Accumulated other comprehensive income	54	60
Accumulated deficit	(58,069)	(56,937)
Total stockholders’ equity	5,261	6,313
Total liabilities and stockholders’ equity	7,663	8,622
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value
Series D Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value
Series E Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	27,997,793	27,997,793
Common stock, shares outstanding	27,997,793	27,997,793
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	0	0
Preferred stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	506	506
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues	$ 272	$ 103
Cost of revenues	166	26
Gross profit	106	77
Operating expenses:
Research and development	66	64
Selling and marketing	210	311
General and administrative	942	1,016
Total operating expenses	1,218	1,391
Loss from operations	(1,112)	(1,314)
Financial income (expense), net	(13)	(7)
Change in fair value of derivative liabilities		(1,948)
Warrant modification expense		(1,627)
Loss before taxes on income	(1,125)	(4,896)
Income tax expense	(7)	(21)
Net loss available to common stockholders	$ (1,132)	$ (4,917)
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock	$ (0.04)	$ (0.20)
Weighted average common shares outstanding:
Basic and diluted	27,997,793	24,170,065
Comprehensive loss:
Change in foreign currency translation adjustments	$ (4)	$ 6
Comprehensive loss	$ (1,136)	$ (4,911)

Condensed Consolidated Statem_2

Condensed Consolidated Statement 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, 2020	$ 1		$ 1	$ 22	$ 44,959	$ 66	$ (42,655)	$ 2,394
Beginning balance, shares at Dec. 31, 2020	666,667	153	875,000	21,426,523
Stock-based compensation					44			44
Exercise of warrants				$ 2	3,492			3,494
Exercise of warrant, shares			(110,000)	2,863,112
Reclass liability to equity due to increase in authorized shares					3,337			3,337
Other comprehensive loss						(5)		(5)
Net loss							(4,917)	(4,917)
Ending balance, value at Mar. 31, 2021	$ 1		$ 1	$ 24	51,832	61	(47,572)	4,347
Ending balance, shares at Mar. 31, 2021	666,667	153	875,000	24,109,635
Beginning balance, value at Dec. 31, 2021				$ 28	63,162	60	(56,937)	6,313
Beginning balance, shares at Dec. 31, 2021				27,997,793
Stock-based compensation					86			86
Net loss							(1,132)	(1,132)
Currency translation adjustment						(6)		(6)
Ending balance, value at Mar. 31, 2022				$ 28	$ 63,248	$ 54	$ (58,069)	$ 5,261
Ending balance, shares at Mar. 31, 2022				27,997,793

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (1,132)	$ (4,917)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1
Stock-based compensation	86	109
Warrant modification expense		1,627
Change in fair value of equity investment	2	2
Change in fair value of derivative liabilities		1,948
Changes in operating assets and liabilities:
Trade receivable	66	(1)
Other accounts receivable and prepaid expenses	(679)	87
Inventory	(180)	(28)
Trade payables	85	(43)
Other accounts payable and accrued expenses	24	(231)
Other liabilities		390
Deferred revenue	(11)	105
Accrued severance pay, net		(3)
Net cash used in operating activities	(1,741)	(954)
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 exercise of warrants		1,406
Net cash provided by financing activities		1,406
Effects of currency translation on cash and cash equivalents	(6)	(5)
Net (decrease) increase in cash, cash equivalents	(1,747)	445
Cash, cash equivalents at beginning of period	7,737	7,533
Cash, cash equivalents at end of period	5,990	7,978
Supplemental non-cash financing and investing activities:
Shares issued from exercise of warrants previously classified as derivatives		2,088
Reclass liability to equity due to increase in authorized shares		$ 3,337

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2022
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	3 Months Ended
	Mar. 31, 2022
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. During the first quarter of 2022, the Company has incurred losses as well as negative cash outflows from operating activities and expects to occur losses and negative cash outflows from operating activities through fiscal year 2022. The Company’s management believes that the Company has sufficient capital to execute its business plan over the next twelve months. If the Company is unable to successfully commercialize its products over the next twelve months, it may need to raise additional capital at a later time. There are no assurances that the Company would be able to raise additional capital, if required, on terms favorable to it. If the Company is unsuccessful in commercializing its products and raising capital, it will need to reduce activities, curtail, or cease operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
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. 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, 2021, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022, as amended on May 2, 2022 The balance sheet for December 31, 2021 was derived from the Company’s audited financial statements for the year ended December 31, 2021. 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 March 31, 2022 and 2021 were $ 6 5 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.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 4 – STOCKHOLDERS’ EQUITY Common stock 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. On March 3, 2021, the Company filed a proxy statement in connection with a special meeting of stockholders to was to be held on March 31, 2021, but postponed until May 6, 2021 to (i) ratify the increase in the number of authorized shares of common stock from 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 40,000,000 Stock-based compensation and Options During the three-month period ended March 31, 2022 and 2021, 120,000 180,000 three years 86 109 The fair value for options granted in the first quarter of 2022 and 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 2022 2021 Price at valuation $ 0.78 $ 1.04 Exercise price $ 0.78 $ 1.04 Risk free interest 2.32 % 0.49 % Expected term (in years) 5 5 Volatility 127.9 % 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 March 31, 2022 2021 Research and development 2 5 Selling and marketing 6 21 General and administrative 78 83 Total $ 86 $ 109 As of March 31, 2022, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 554 2.05 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 1.165 1,205,967 1.04 1.4 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 $ 0 1,627 In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS Risk free interest 1.44 % Dividend yield 0 % Volatility 138.4 % Contractual term (in years) 0.79 2.67

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	NOTE 5 – LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER Basic net loss per common share 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 months ended March 31, 2022 and 2021 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 March 31, 2022 March 31, 2021 Series D Preferred Stock - 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 2,659,999 1,928,544 Warrants 2,309,347 5,447,594 Total 4,969,346 8,404,138 The diluted loss per share equals basic loss per share in the three months ended March 31, 2022 and 2021 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	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	NOTE 6 – GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment and derives revenues from selling its products directly to patients as well as through distributor agreements. The following is a summary of revenues within geographic areas: SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS Three Months Ended March 31, 2022 2021 United States $ 231 $ 92 Europe 7 1 New Zealand 2 9 Asia 9 1 Other 23 - Total $ 272 $ 103 For the three months ended March 31, 2022, one customer comprised approximately 39% 58%

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Mar. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	NOTE 7 – 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 $ 0.17 Exercise price $ 0.19 Risk free interest 1.44 % Expected term (in years) 8 Volatility 138.4 % The Company considers this to be level 3 inputs and is valued at each reporting period. The fair value of these warrants had no movements during the quarter, leaving a balance of $ 19 Financial Instruments 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 quarters ended March 31, 2022 and 2021. The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended March 31, 2022 and 2021: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2020 $ 25 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2021 $ 23 Balance – December 31, 2021 19 Fair value, net derivative asset liability, beginning 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Fair value, net derivative asset liability, ending $ 17 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Fair Value Measurements as of March 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 17 $ 17

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – 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. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. A continuation or worsening of the levels of market disruption and volatility 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 On March 15, 2022, the arbitrator issued a final award, which, although found that Protrade’s claims failed as a matter of law or were unsupported by the evidence, nevertheless awarded Protrade $ 1,500,250 1,432,000 68,250 on April 13, 2022, the Company submitted an application for the correction of the award. If the application is denied, the Company will continue vehemently opposing the award in all appropriate fora.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of filing this Quarterly Report on Form 10-Q and determined that no material events occurred .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
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. 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, 2021, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022, as amended on May 2, 2022 The balance sheet for December 31, 2021 was derived from the Company’s audited financial statements for the year ended December 31, 2021. 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 March 31, 2022 and 2021 were $ 6 5
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.

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED	The fair value for options granted in the first quarter of 2022 and 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 2022 2021 Price at valuation $ 0.78 $ 1.04 Exercise price $ 0.78 $ 1.04 Risk free interest 2.32 % 0.49 % Expected term (in years) 5 5 Volatility 127.9 % 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 March 31, 2022 2021 Research and development 2 5 Selling and marketing 6 21 General and administrative 78 83 Total $ 86 $ 109
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 1.44 % Dividend yield 0 % Volatility 138.4 % Contractual term (in years) 0.79 2.67

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 March 31, 2021 Series D Preferred Stock - 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 2,659,999 1,928,544 Warrants 2,309,347 5,447,594 Total 4,969,346 8,404,138

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS	The Company manages its business on the basis of one reportable segment and derives revenues from selling its products directly to patients as well as through distributor agreements. The following is a summary of revenues within geographic areas: SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS Three Months Ended March 31, 2022 2021 United States $ 231 $ 92 Europe 7 1 New Zealand 2 9 Asia 9 1 Other 23 - Total $ 272 $ 103

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS Price at valuation $ 0.17 Exercise price $ 0.19 Risk free interest 1.44 % Expected term (in years) 8 Volatility 138.4 %
SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE	The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended March 31, 2022 and 2021: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2020 $ 25 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2021 $ 23 Balance – December 31, 2021 19 Fair value, net derivative asset liability, beginning 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Fair value, net derivative asset liability, ending $ 17
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE	The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Fair Value Measurements as of March 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 17 $ 17

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 6	$ 5

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Equity [Abstract]
Price at valuation	$ 0.78	$ 1.04
Exercise price	$ 0.78	$ 1.04
Risk free interest	2.32%	0.49%
Expected term (in years)	5 years	5 years
Volatility	127.90%	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
	Mar. 31, 2022	Mar. 31, 2021
Stock-based compensation	$ 86	$ 109
Research and Development Expense [Member]
Stock-based compensation	2	5
Selling and Marketing Expense [Member]
Stock-based compensation	6	21
General and Administrative Expense [Member]
Stock-based compensation	$ 78	$ 83

SCHEDULE OF FAIR VALUE ASSUMP_2

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details)	Mar. 31, 2022	Apr. 09, 2020
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	9 months 14 days
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	2 years 8 months 1 day
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	1.44	1.44
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	138.4	138.4

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 21, 2021	Dec. 02, 2020	Jan. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 17, 2021	Aug. 16, 2021	May 06, 2021	May 05, 2021
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares Authorized				40,000,000		40,000,000	40,000,000	24,109,635	24,109,635	20,000,000
Common stock, capital shares reserved for future issuance					4,109,635
Excess stock, shares issued					4,109,635
Stock-based compensation expense				$ 86	$ 109
Proceeds from Warrant Exercises					1,406
New Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.04
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,205,967
Proceeds from Warrant Exercises	$ 1,400
Warrants, modification expense				0	$ 1,627
Employee Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Non-vested stock options granted, unrecognized estimated compensation cost				$ 554
Non-vested stock options granted, weighted average period				2 years 18 days
Employees and Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options, granted				120,000	180,000
Fair value options vesting term				3 years	3 years
Stock-based compensation expense				$ 86	$ 109
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from private placement		$ 6,000
Net proceeds from private placement		$ 5,400
Securities Purchase Agreement [Member] | Pre-funded Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued		2,657,144
Sale of stock, price per share		$ 0.699
Securities Purchase Agreement [Member] | Private Placement [Member]
Subsidiary, Sale 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]
Subsidiary, Sale of Stock [Line Items]
Number of shares warrants exercised			1,657,144
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.001
Accredited Investors [Member] | Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.165
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,205,968

SUMMARY OF COMMON SHARE EQUIVAL

SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	4,969,346	8,404,138
Series D Preferred Stock Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		153,000
Series E Preferred Stock Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		875,000
Stock Options - Employee and Non-Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,659,999	1,928,544
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,309,347	5,447,594

SUMMARY OF REVENUE WITHIN GEOGR

SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 272	$ 103
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	231	92
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7	1
NEW ZEALAND
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2	9
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	9	1
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 23

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	39.00%	58.00%

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details)	Mar. 31, 2022	Apr. 09, 2020$ / shares
Price at Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.17
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	1.44	1.44
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)		8 years
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	138.4	138.4

SCHEDULE OF CHANGES IN LEVEL 3

SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE (Details) - Derivative Asset [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Offsetting Assets [Line Items]
Fair value, net derivative asset liability, beginning	$ 19	$ 25
Fair value adjustments – Sanuwave warrants	(2)	(2)
Fair value, net derivative asset liability, ending	$ 17	$ 23

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Other assets	$ 17	$ 19
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets	$ 17

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of warrants	$ 19	$ 19
Licensing Agreement [Member] | Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants, term			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) - USD ($)	Mar. 15, 2022	Feb. 26, 2021
Arbitrator [Member]
Damages awarded value	$ 1,500,250
Lost profits	1,432,000
Reimbursement of arbitration costs	$ 68,250
Protrade Systems, Inc [Member]
Damage value		$ 3,000,000