NanoVibronix (NAOV) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 11, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
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	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 3,944	$ 7,737
Trade receivables, net	262	200
Other accounts receivable and prepaid expenses	1,175	230
Inventory, net	928	175
Total current assets	6,309	8,342
Non-current assets:
Fixed assets, net	7	5
Other assets	9	19
Severance pay fund	184	207
Operating lease right-of-use assets, net	33	49
Total non-current assets	233	280
Total assets	6,542	8,622
Current liabilities:
Trade payables	173	87
Other accounts payable and accrued expenses	1,803	1,723
Deferred revenues	44	44
Operating lease liabilities - current	33	49
Total current liabilities	2,053	1,903
Non-current liabilities:
Accrued severance pay	225	253
Deferred licensing income	130	153
Total liabilities	2,408	2,309
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 40,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 27,997,793 shares at both June 30, 2022 and December 31, 2021	28	28
Additional paid in capital	63,468	63,162
Accumulated other comprehensive income	9	60
Accumulated deficit	(59,371)	(56,937)
Total stockholders’ equity	4,134	6,313
Total liabilities and stockholders’ equity	6,542	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	Jun. 30, 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 (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 485	$ 318	$ 757	$ 421
Cost of revenues	204	110	370	136
Gross profit	281	208	387	285
Operating expenses:
Research and development	61	64	127	128
Selling and marketing	333	296	543	607
General and administrative	1,155	839	2,097	1,855
Total operating expenses	1,549	1,199	2,767	2,590
Loss from operations	(1,268)	(991)	(2,380)	(2,305)
Other income (expense), net	(18)	1	(31)	(6)
Change in fair value of derivative liabilities		706		(1,242)
Gain on purchase of warrants		64		64
Warrant modification expense				(1,627)
Loss before taxes on income	(1,286)	(220)	(2,411)	(5,116)
Income tax benefit / (expense)	(16)	4	(23)	(17)
Net loss available to common stockholders	$ (1,302)	$ (216)	$ (2,434)	$ (5,133)
Basic and diluted net loss available for holders of common stock	$ (0.05)	$ (0.01)	$ (0.09)	$ (0.21)
Weighted average common shares outstanding:
Basic and diluted	27,997,793	24,776,302	27,997,793	24,476,551
Comprehensive loss:
Change in foreign currency translation adjustments	$ (46)	$ (14)	$ (51)	$ (8)
Comprehensive loss available to common stockholders	$ (1,348)	$ (230)	$ (2,485)	$ (5,141)

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, 2020	$ 1		$ 1	$ 22	$ 44,959	$ 66	$ (42,655)	$ 2,394
Beginning balance, shares at Dec. 31, 2020	666,667	153	875,000	21,246,523
Stock-based compensation					79			79
Other comprehensive loss						(7)		(7)
Net loss							(5,133)	(5,133)
Exercise of warrants				$ 2	3,492			3,494
Exercise of warrant, shares				2,863,111
Reclass from liability to equity					3,337			3,337
Ending balance, value at Jun. 30, 2021	$ 1		$ 1	$ 24	51,867	59	(47,788)	4,164
Ending balance, shares at Jun. 30, 2021	666,667	153	875,000	24,109,634
Beginning balance, value at Mar. 31, 2021	$ 1		$ 1	$ 24	51,832	61	(47,572)	4,347
Beginning balance, shares at Mar. 31, 2021	666,667	153	875,000	24,109,634
Stock-based compensation					35			35
Other comprehensive loss						(2)		(2)
Net loss							(216)	(216)
Ending balance, value at Jun. 30, 2021	$ 1		$ 1	$ 24	51,867	59	(47,788)	4,164
Ending balance, shares at Jun. 30, 2021	666,667	153	875,000	24,109,634
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					171			171
Other comprehensive loss						(51)		(51)
Net loss							(2,434)	(2,434)
Exercise of warrants					135			135
Ending balance, value at Jun. 30, 2022				$ 28	63,468	9	(59,371)	4,134
Ending balance, shares at Jun. 30, 2022				27,997,793
Beginning balance, value at Mar. 31, 2022				$ 28	63,248	54	(58,069)	5,261
Beginning balance, shares at Mar. 31, 2022				27,997,793
Stock-based compensation					83			83
Other comprehensive loss						(45)		(45)
Net loss							(1,302)	(1,302)
Exercise of warrants					137			137
Ending balance, value at Jun. 30, 2022				$ 28	$ 63,468	$ 9	$ (59,371)	$ 4,134
Ending balance, shares at Jun. 30, 2022				27,997,793

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (2,434)	$ (5,133)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1
Stock-based compensation	306	208
Warrant modification expense		1,627
Change in fair value of equity investment	10	2
Change in fair value of derivative liabilities		1,242
Gain on purchase of warrants		(64)
Changes in operating assets and liabilities:
Trade receivable	(62)	(12)
Other accounts receivable and prepaid expenses	(945)	(404)
Inventory	(753)	(60)
Trade payables	86	37
Other accounts payable and accrued expenses	80	(341)
Deferred revenue	(23)	30
Accrued severance pay, net	(5)	(3)
Net cash used in operating activities	(3,740)	(2,870)
Cash flows from investing activities:
Purchases of property plant and equipment	(2)	(2)
Net cash used in investing activities	(2)	(2)
Cash flows from financing activities:
Proceeds from exercise of warrants		1,406
Buy back of warrants from investors		(388)
Net cash provided by financing activities		1,018
Effects of currency translation on cash and cash equivalents	(51)	(7)
Net decrease in cash	(3,793)	(1,861)
Cash at beginning of period	7,737	7,533
Cash at end of period	3,944	5,672
Supplemental non-cash financing and investing activities:
Shares issued from exercise of warrants previously classified as derivative liability		2,087
Reclass liability to equity due to increase in authorized shares		$ 3,337

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 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 and second quarters of 2022, the Company’s cash used in operations was $ 3,740 3,944

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 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 periods ended June 30, 2022 and 2021 were $ 51 7 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	6 Months Ended
	Jun. 30, 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. Stock-based compensation and options During the six-month period ended June 30, 2022 and 2021, 120,000 180,000 three years 220 306 99 208 0 13,845 The fair value for options granted in the second 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 2022 2021 2022 2020 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2020 Research and development 1 5 3 10 Selling and marketing 6 10 12 31 General and administrative 213 84 291 167 Total $ 220 $ 99 $ 306 $ 208 As of June 30, 2022, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 390 2.5 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 $ 1,627 On June 14, 2022, the Company issued warrants to two sales consultants to purchase 250,000 June 14, 2029 1.00 135,000 In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS Risk free interest 1.44 3.49 % Dividend yield 0 % Volatility 137.7 147.6 % Contractual term (in years) 0.34 6.96

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 June 30, 2022 June 30, 2021 Series D Preferred Stock - 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 2,659,999 1,914,699 Warrants 2,559,347 4,784,262 Total 5,219,346 7,726,961 The diluted loss per share equals basic loss per share in the three and six months ended June 30, 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	6 Months Ended
	Jun. 30, 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 based on 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 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 United States $ 476 $ 292 $ 723 $ 384 Asia 1 1 9 2 Europe - 10 7 11 United Kingdom 5 - 5 - New Zealand 3 3 5 12 Other - 12 8 12 Total $ 485 $ 318 $ 757 $ 421 For the three and six months ended June 30, 2022, one customer comprised approximately 78 64

OTHER ASSETS

OTHER ASSETS	6 Months Ended
	Jun. 30, 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 $ 0.08 Exercise price $ 0.19 Risk free interest 1.44 % Expected term (in years) 8 Volatility 137.7 % The Company considers this to be level 3 inputs and is valued at each reporting period. For the three and six months ended June 30, 2022, changes in the fair value of these warrants amounted to $ 8 10 9 2 23 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 from Level 3 during the quarters ended June 30, 2022 and 2021. The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended June 30, 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 Fair value adjustments – Sanuwave warrants - Balance – June 30, 2021 $ 23 Balance – December 31, 2021 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Beginning Balance $ 17 Fair value adjustments – Sanuwave warrants (8 ) Balance – June 30, 2022 $ 9 Ending Balance $ 9 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 June 30, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 9 $ 9

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 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. Lastly, inflation, as well as some of the measures taken by or that may be taken by the governments in countries where we operate in an attempt to curb inflation may have negative effects on the economies of those countries generally. If the United States or other countries where we operate experience substantial inflation in the future, our business may be adversely affected. This could have a material adverse effect on our business, financial condition, results of operations, or cash flows. Specifically, our existing distributor agreements limit the amount that we can increase the price that we sell our products to the distributors. Accordingly, an inflationary environment, including factors such as increasing freight and materials prices, could make it less profitable for us to do business. 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 denied all Protrade’s claims, nevertheless awarded Protrade about $ 1.5 On April 5, 2022, Protrade filed a Petition with the Supreme Court of New York Nassau County seeking to confirm the Award. On April 13, 2022, the Company submitted an application to the ICA seeking to correct an error in the award based on the evidence that the Company only sold 2-3 reusable patches per device contrary to the 33 reusable patches claimed by Protrade. The same arbitrator who issued the award, denied the application. On July 22, 2022, the Company filed a motion seeking to vacate arbitration award on the grounds that the arbitrator exceeded her authority, that the award was procured by fraud, and that the arbitrator failed to follow procedures established by New York law. In particular, the Company averred in its motion that Protrade’s witness made false statements in arbitration, and that the arbitrator resolved a claim that was never raised by Protrade and that has no factual basis. The motion is currently pending. The Company will continue to vigorously pursue its opposition to the award in all appropriate fora. As of June 30, 2022 and December 31, 2021, the Company accrued the amount of the award to Protrade amounting to $ 1,500,250

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 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)	6 Months Ended
	Jun. 30, 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 periods ended June 30, 2022 and 2021 were $ 51 7
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)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED	The fair value for options granted in the second 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 2022 2021 2022 2020 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2020 Research and development 1 5 3 10 Selling and marketing 6 10 12 31 General and administrative 213 84 291 167 Total $ 220 $ 99 $ 306 $ 208
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 3.49 % Dividend yield 0 % Volatility 137.7 147.6 % Contractual term (in years) 0.34 6.96

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2022 June 30, 2021 Series D Preferred Stock - 153,000 Series E Preferred Stock - 875,000 Stock Options - employee and non-employee 2,659,999 1,914,699 Warrants 2,559,347 4,784,262 Total 5,219,346 7,726,961

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS	The Company manages its business based on 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 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 United States $ 476 $ 292 $ 723 $ 384 Asia 1 1 9 2 Europe - 10 7 11 United Kingdom 5 - 5 - New Zealand 3 3 5 12 Other - 12 8 12 Total $ 485 $ 318 $ 757 $ 421

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	6 Months Ended
	Jun. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS Price at valuation $ 0.08 Exercise price $ 0.19 Risk free interest 1.44 % Expected term (in years) 8 Volatility 137.7 %
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 June 30, 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 Fair value adjustments – Sanuwave warrants - Balance – June 30, 2021 $ 23 Balance – December 31, 2021 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Beginning Balance $ 17 Fair value adjustments – Sanuwave warrants (8 ) Balance – June 30, 2022 $ 9 Ending Balance $ 9
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 June 30, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 9 $ 9

LIQUIDITY AND PLAN OF OPERATI_2

LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Liquidity And Plan Of Operations
Net cash used in operating activities	$ 3,740	$ 3,740	$ 2,870
Leaving cash balance		$ 3,944

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 51	$ 7

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Total	$ 220	$ 99	$ 306	$ 208
Research and Development Expense [Member]
Total	1	5	3	10
Selling and Marketing Expense [Member]
Total	6	10	12	31
General and Administrative Expense [Member]
Total	$ 213	$ 84	$ 291	$ 167

SCHEDULE OF FAIR VALUE ASSUMP_2

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details)	Jun. 30, 2022	Apr. 09, 2020
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	4 months 2 days
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	6 years 11 months 15 days
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage		1.44
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	1.44
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	3.49
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		137.7
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	137.7
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	147.6

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 14, 2022	Jan. 21, 2021	Dec. 02, 2020	Jan. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Stock-based compensation expense					$ 220,000	$ 99,000	$ 306,000	$ 208,000
Options expired					0	13,845
Warrants exercise price	$ 1
Purchase of warrants	250,000
Proceeds from Warrant Exercises								1,406,000
Warrants, modification expense					$ 8,000	$ 2,000	10,000	$ 2,000
Warrants expire date	Jun. 14, 2029
Increase in additional paid in capital warrants	$ 135,000,000
New Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price		$ 1.04
Purchase of warrants		1,205,967
Proceeds from Warrant Exercises		$ 1,400,000
Warrants, modification expense						1,627,000
Two Investors [Member] | Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period warrants				1,657,144
Warrants exercise price				$ 0.001
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from private placement			$ 6,000,000
Net proceeds from private placement			$ 5,400,000
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
Employee Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Non-vested stock options granted, unrecognized estimated compensation cost					390,000		$ 390,000
Non-vested stock options granted, weighted average period							2 years 6 months
Private Placement [Member] | Securities Purchase Agreement [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
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					$ 220,000	$ 99,000	$ 306,000	$ 208,000
Accredited Investors [Member] | Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price		$ 1.165
Purchase of warrants		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	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,219,346	7,726,961
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	1,914,699
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,559,347	4,784,262

SUMMARY OF REVENUE WITHIN GEOGR

SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 485	$ 318	$ 757	$ 421
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	476	292	723	384
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	1	1	9	2
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total		10	7	11
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	5		5
NEW ZEALAND
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	3	3	5	12
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total		$ 12	$ 8	$ 12

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	78%	64%

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details)	Apr. 09, 2020 $ / shares
Price at Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.08
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
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	137.7

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
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Offsetting Assets [Line Items]
Beginning Balance	$ 17	$ 19	$ 23	$ 25
Fair value adjustments – Sanuwave warrants	(8)	(2)		(2)
Ending Balance	$ 9	$ 17	$ 23	$ 23

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Other assets	$ 9	$ 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	$ 9

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 14, 2022	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants issued to purchase common stock					250,000
Exercise price of warrants per share					$ 1
Fair value of warrants	$ 8	$ 2	$ 10	$ 2
Warrants leaving balance	$ 9	$ 23	$ 9	$ 23
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	Jun. 30, 2022	Dec. 31, 2021
Other accounts payable and accrued expenses			$ 1,803,000	$ 1,723,000
Protrade [Member]
Other accounts payable and accrued expenses			$ 1,500,250	$ 1,500,250
Arbitrator [Member]
Damages awarded value	$ 1,500,000
Protrade Systems, Inc [Member]
Protrade claims estimated damages		$ 3,000,000