NanoVibronix (NAOV) 10-K 17 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
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	NOAV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 17,539,360
Entity Common Stock, Shares Outstanding		1,662,377
Documents Incorporated by Reference [Text Block]	The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders. Such proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 2,713	$ 7,737
Trade receivables	9	200
Prepaid expenses and other accounts receivable	712	230
Inventory	2,175	175
Total current assets	5,609	8,342
Noncurrent assets:
Fixed assets, net	7	5
Other assets	3	19
Severance pay fund	179	207
Operating lease right-of-use assets, net	81	49
Total non-current assets	270	280
Total assets	5,879	8,622
Current liabilities:
Trade payables	66	87
Other accounts payable and accrued expenses	2,148	1,723
Deferred revenue	21	44
Operating lease liabilities, current	81	49
Total current liabilities	2,316	1,903
Non-current liabilities:
Accrued severance pay	223	253
Deferred licensing income	107	153
Total liabilities	2,646	2,309
Commitments and contingencies
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 40,000,000 shares at December 31, 2022 and December 31, 2021, respectively; Issued and outstanding: 1,641,146 and 1,399,890 shares at December 31, 2022 and December 31, 2021, respectively	2	1
Additional paid in capital	65,634	63,189
Accumulated other comprehensive income	(18)	60
Accumulated deficit	(62,385)	(56,937)
Total stockholders’ equity	3,233	6,313
Total liabilities and stockholders’ equity	5,879	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
Series F Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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	1,641,146	1,399,890
Common stock, shares outstanding	1,641,146	1,399,890
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
Series F Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	40,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 752	$ 1,695
Cost of revenues	585	925
Gross profit	167	770
Operating expenses:
Research and development	283	293
Selling and marketing	965	1,101
General and administrative	3,931	5,059
Total operating expenses	5,179	6,453
Loss from operations	(5,012)	(5,683)
Interest expense	(347)
Financial expense, net	(54)	(48)
Change in fair value of derivative liabilities		(6,956)
Gain on purchase of warrants		64
Warrant modification expense		(1,627)
Loss before taxes	(5,413)	(14,250)
Income tax expense	(35)	(32)
Net loss	$ (5,448)	$ (14,282)
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock	$ (3.84)	$ (11.35)
Weighted average common shares outstanding:
Basic and diluted	1,419,670	1,258,141
Comprehensive loss:
Net loss available to common stockholders	$ (5,448)	$ (14,282)
Change in foreign currency translation adjustments	(78)	(6)
Comprehensive loss available to common stockholders	$ (5,526)	$ (14,288)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - 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]	Preferred Stock [Member] Series F 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		$ 1	$ 44,980	$ 66	$ (42,655)	$ 2,394
Beginning balance, shares at Dec. 31, 2020	666,667	153	875,000		1,062,326
Stock-based compensation						190			190
Exercise of warrants						7,056			7,056
Exercise of warrant, shares					252,830
Reclass of derivative liabilities to APIC						10,963			10,963
Conversion of Series C Preferred Stock into Common Stock	$ (1)								(1)
Conversion of Series C Preferred Stock into Common Stock, shares	(666,667)				33,333
Conversion of Series D Preferred Stock into Common Stock
Conversion of Series D Preferred Stock into Common Stock, shares		(153)			7,650
Conversion of Series E Preferred Stock into Common Stock			$ (1)						(1)
Conversion of Series E Preferred Stock into Common Stock, shares			(875,000)		43,750
Currency translation adjustment							(6)		(6)
Net loss								(14,282)	(14,282)
Ending balance, value at Dec. 31, 2021					$ 1	63,189	60	(56,937)	6,313
Ending balance, shares at Dec. 31, 2021					1,399,890
Stock-based compensation						354			354
Net loss								(5,448)	(5,448)
Issuance of common stock, net of offering costs of $310,424					$ 1	2,089			2,090
Issuance of common stock, shares					240,000
Issuance of redeemable Series F preferred stock
Redemption of redeemable Series F preferred stock
Exercise of options						2			2
Exercise of stock options, shares					1,256
Other comprehensive loss							(78)		(78)
Ending balance, value at Dec. 31, 2022					$ 2	$ 65,634	$ (18)	$ (62,385)	$ 3,233
Ending balance, shares at Dec. 31, 2022					1,641,146

Consolidated Statement of Sto_2

Consolidated Statement of Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Net offering costs	$ 310,424

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (5,448)	$ (14,282)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1	2
Stock-based compensation	354	382
Noncash interest expense	347
Arbitration settlement expense		1,500
Warrant modification expense		1,627
Change in fair value of equity investment	16	6
Change in fair value of derivative liabilities		6,956
Gain on purchase of warrants		(64)
Changes in operating assets and liabilities:
Trade receivable	191	(175)
Other accounts receivable and prepaid expenses	(482)	37
Inventory	(2,000)	(30)
Trade payables	(21)	(59)
Other accounts payable and accrued expenses	78	(265)
Deferred revenue	(69)	(2)
Accrued severance pay, net	(2)
Net cash used in operating activities	(7,035)	(4,367)
Cash flows from investing activities:
Purchases of fixed assets	(3)	(3)
Net cash used in investing activities	(3)	(3)
Cash flows from financing activities:
Proceeds from sale of common stock, net	2,090
Proceeds from exercise of options	2
Proceeds from exercise of warrants		4,968
Buy back of warrants from investor		(388)
Net cash provided by financing activities	2,092	4,580
Effects of currency translation on cash	(78)	(6)
Net (decrease) increase in cash	(5,024)	204
Cash at beginning of period	7,737	7,533
Cash at end of period	2,713	7,737
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for taxes
Supplemental non-cash financing and investing activities:
Exchange of common stock into preferred stock		1
Shares issued from exercise of warrants previously classified as derivative liability		2,087
Reclass derivative liability to equity due to increase in authorized shares		8,706
Reclass liability to equity after increase in authorized shares		$ 2,257

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 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 Ltd., a company registered in Israel, which commenced operations in October 2003.

LIQUIDITY AND PLAN OF OPERATION

LIQUIDITY AND PLAN OF OPERATIONS	12 Months Ended
	Dec. 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. In 2022, the Company’s cash used in operations was $ 7,035 2,090 310,424 2,713

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 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 accompanying consolidated financial statements include the accounts of NanoVibronix, Inc. and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). 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 believes 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 losses and gains as of the years ended December 31, 2022 and 2021 were $ 85 6 Earnings per share Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock option, warrants and exercise of preferred stock as of December 31, 2022 and 2021, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. Inventory Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the “first-in, first-out” method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its net market value. As of December 31, 2022 and 2021, there was no Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7 Impairment of Long-Lived Assets Management reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable under the provisions of accounting for the impairment of long-lived assets. If it is determined that an impairment loss has occurred based upon expected future cash flows, the loss is recognized in the Consolidated Statements of Operations. 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. Severance pay The Company’s liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company’s balance sheet. Accrued severance pay liability at December 31, 2022 and 2021 was $ 223 253 Leases The Company accounts for its leases in accordance with ASU 2016-02, “Leases” (Topic 842). This topic requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognizes right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classify them as operating leases. For leases with a term of 12 months or less, the Company elects to implement in a class of underlying asset not to recognize lease assets and lease liabilities. The right-of-use assets and lease liabilities have been measured by the present value of the Company’s remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. 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 create(s) 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. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. Stock-based compensation The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements. The expected option term represents the period that the Company’s stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. 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. This ASU is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of Topic 326 did not have a material effect on the Company’s consolidated financial statements.

PREPAID EXPENSES AND OTHER RECE

PREPAID EXPENSES AND OTHER RECEIVABLES	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER RECEIVABLES	NOTE 4 - PREPAID EXPENSES AND OTHER RECEIVABLES Prepaid expenses and other receivables consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES 2022 2021 December 31, 2022 2021 Prepaid expenses $ 612 $ 166 Other receivables 100 64 Prepaid expenses and other receivables $ 712 $ 230

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
INVENTORY	NOTE 5 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY 2022 2021 December 31, 2022 2021 Raw materials $ 30 $ - Finished goods 2,145 175 Inventory $ 2,175 $ 175

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 - 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 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 Issuance of common stock for cash On November 29, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company agreed to sell in a registered direct offering (the “Offering”), 240,000 10.00 deducting placement agent fees and expenses and offering expenses payable by the Company, of approximately $ 2.1 The Company intends to use the net proceeds for general working capital purposes. On October 6, 2022, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (the “Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offering. The Company will pay Wainwright an aggregate cash fee equal to 7.5 1.0 50,000 15,950 18,000 November 29, 2027 12.50 Series C, D and E Preferred Stock conversion to common stock Each share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred Stock into one twentieth of a share of the Company’s common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. During the years ended December 31, 2022 and 2021, shareholders converted 0 875,000 0 43,750 Each share of Series D Preferred Stock is convertible into fifty shares of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series D Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. During the years ended December 31, 2022 and 2021, shareholders converted 0 153 0 7,650 Each share of Series C Preferred Stock is convertible into one twentieth of a share of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. During the years ended December 31, 2022 and 2021, shareholders converted 0 666,667 0 33,333 Series F Preferred Stock On September 13, 2022, the Board declared a dividend of one one-thousandth of a share of Series F Preferred Stock, par value $ 0.001 0.001 Each share of Series F Preferred Stock entitles the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series F Preferred Stock has a ratable number of votes). Thus, each one-thousandth of a share of Series F Preferred Stock entitles the holder thereof to 1,000 votes. Unless otherwise provided on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal, the vote of each share of Series F Preferred Stock (or fraction thereof) entitled to vote on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal will be cast in the same manner as the vote, if any, of the share of common stock (or fraction thereof) in respect of which such share of Series F Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect to shares of common stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of Series F Preferred Stock (or fraction thereof) held by such holder. Holders of Series F Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series F Preferred Stock on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock Split. All shares of Series F Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting (the “Initial Redemption Time”) will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time without further action on the part of the Company or the holder of shares of Series F Preferred Stock (the “Initial Redemption”). Any outstanding shares of Series F Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders of the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal (the “Subsequent Redemption” and, together with the Initial Redemption, the “Redemption”). As of December 31, 2022, both the Initial Redemption and the Subsequent Redemption have occurred. As a result, no shares of Series F Preferred Stock remain outstanding. Each share of Series F Preferred Stock redeemed in any redemption described above will be redeemed in consideration for the right to receive an amount equal to $ 0.10 No shares of Series F Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of common stock held by such holder, in which case a number of one one-thousandths (1/1,000ths) of a share of Series F Preferred Stock equal to the number of shares of common stock to be transferred by such holder will be automatically transferred to the transferee of such shares of common stock. The holders of Series F Preferred Stock, as such, are not entitled to receive dividends of any kind. The Certificate of Designation was filed with the Delaware Secretary of State and became effective on September 14, 2022. As described in the proxy statement filed on October 31, 2022, holders of The Company’s common stock and Series F Preferred Stock as of the close of business on October 17, 2022, are entitled to vote on the amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Company’s Board but prior to the six-month anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement, and the proposal to adjourn the Annual Meeting to a later date at the Annual Meeting held on December 15, 2022. Stock-based compensation and options During the years ended December 31, 2022 and 2021, 1,256 0 21,875 43,875 9 201 583 148 258 SCHEDULE OF OPTIONS ACTIVITY Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – December 31, 2021 127,000 $ 31.86 7.77 Granted 21,875 10.76 9.55 Forfeited - - - Expired - - - Exercised (1,256 ) 1.40 0.24 Outstanding – December 31, 2022 147,619 $ 24.42 7.24 The fair value for options granted in 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 $ 0.45 0.78 $ 0.72 2.07 Exercise price $ 0.45 0.78 $ 0.72 2.07 Risk free interest 2.32 3.58 % 0.27 1.29 % Expected term (in years) 5 5 Volatility 125.3 127.9 % 60.9 82.7 % 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 Year Ended December 31, 2022 2021 Research and development $ 6 $ 13 Selling and marketing 25 28 General and administrative 323 341 Total $ 354 $ 382 As of December 31, 2022, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 328 7.24 Warrants 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) 295,714 14.00 132,857 13.98 6.0 5.4 82,857 0.02 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 60,298 23.30 60,298 20.80 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 In August and September 2021, investors exercised warrants to purchase 109,675 17.60 50.00 3.6 On June 14, 2022, the Company issued warrants to two sales consultants to purchase 12,500 June 14, 2029 20.00 135,000 On September 30, 2022, the Company and the two sales consultants mutually agreed to cancel the latter’s annual stock warrants to purchase 12,500 135,000 On November 29, 2022, the Company granted 18,000 In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS 2022 2021 Risk free interest 0.34 % 1.44 % Dividend yield 0 % 0 % Volatility 60.7 % 55.6 56.5 Contractual term (in years) 5 2 SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2020 386,237 Granted 60,298 Exercised (252,830 ) Exercised - cashless (14,071 ) Expired (31,000 ) Canceled (33,167 ) Outstanding – December 31, 2021 115,467 Granted 30,500 Expired (55,215 ) Canceled (12,500 ) Outstanding – December 31, 2022 78,252

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2022
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 7 - 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 33,167 368 17.6 18.8 451 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 years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS 2022 2021 Stock price $ 1.01 2.94 $ 1.01 2.94 Conversion price $ 0.72 6.90 $ 0.72 6.90 Contractual term (in years) 0.67 6.56 0.67 6.56 Volatility (annual) 82.70 211 % 82.70 211 % Risk-free rate 0.09 1.21 % 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.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Leases
LEASES	NOTE 8 – LEASES The Company has operating lease agreements with terms up to 2 3 The Company’s weighted-average remaining lease term relating to its operating leases is 1.05 10 The Company incurred $ 75 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of December 31, 2022: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2023 73 2024 4 Total undiscounted operating lease payments 77 Less: Imputed interest 4 Present value of operating lease liabilities $ 73

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	NOTE 9 - LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER Basic net loss per common share (“Basic EPS”) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. All outstanding share options and warrants for the years ended December 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 share 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 December 31, 2022 December 31, 2021 Stock options - employee and non-employee 147,619 127,000 Warrants 78,252 115,467 Total 225,871 242,467 The diluted loss per share equals basic loss per share in the year ended December 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	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	NOTE 10 - 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 2022 2021 Year Ended December 31, 2022 2021 United States $ 710 $ 1,627 Europe 25 18 Australia 9 6 India 3 - Israel - 5 Other 5 39 Total $ 752 $ 1,695 The Company’s long-lived assets are all located in Israel.

OTHER ASSETS

OTHER ASSETS	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	NOTE 11 – 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 2022 2021 Price at valuation $ 0.02 $ 0.19 0.26 Exercise price $ 0.19 $ 0.19 Risk free interest 3.96 % 0.66 0.73 % Expected term (in years) 8 10 Volatility 155.6 % 140.6 143.9 % The Company considers this to be Level 3 inputs and is valued at each reporting period. The fair value of these warrants for the years ended December 31, 2022 and 2021 was $ 3 19 16 6 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 years ended December 31, 2022 and 2021. The following table presents changes in Level 3 asset and liability measured at fair value for the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE As of December 31, 2022 Asset Liability Balance – December 31, 2020 $ 25 $ 2,471 New Issuances - 1,819 Fair value adjustments – Sanuwave warrants (6 ) - Fair value adjustments – Warrant liability - 6,956 Reclassification liability to equity - (10,793 ) Buy back of warrants - (453 ) Balance – December 31, 2021 $ 19 $ - New Issuances - - Fair value adjustments – Sanuwave warrants (16 ) - Balance – December 31, 2022 $ 3 $ - 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 Level I Level II Level III Total Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 3 $ 3 Level I Level II Level III Total Fair Value Measurements as of December 31, 2021 Level I Level II Level III Total Asset: Other assets $ - $ - $ 19 $ 19

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 12 - COMMITMENTS AND CONTINGENCIES Pending and settled litigation On December 17, 2019, a lawsuit was filed by a former officer and director, Jona Zumeris, in the Haifa Israel District Financial Court, seeking damages of approximately $ 900 700 391 366 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 cross-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. On October 3, 2022, the court issued a decision granting Protrade its petition to confirm the Award and denying the cross-motion. On November 9, 2022, the Company filed a motion to re-argue and renew its cross-motion to vacate the arbitration decision based on newel information that was not available during the initial hearing. On the same day, the Company also filed a notice of appeal with the Appellate Division, Second Department. On March 21, 2023, the Court denied the motion to re-argue and renew. The Company intends to file a notice of appeal with the Appellate Division, Second Department and to continue to vigorously pursue its opposition to the award in all appropriate fora. 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.

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 13 – RELATED PARTY TRANSACTION The firm of FisherBroyles LLP is handling our Protrade litigation and appeals. For the year ended December 31, 2022, we have been billed and paid legal fees from Fisher Broyles amounting to $ 256,908 .

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 14 – INCOME TAXES As of December 31, 2022, the U.S. Company had federal and state net operating loss carry forward for tax purposes of approximately $ 33,000 6,000 19,200 14,000 20 Income tax expense is comprised of the following: SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES 2022 2021 Year ended December 31, 2022 2021 Current Tax Federal $ - $ - State - - Foreign 37 32 Total $ 37 $ 32 Deferred Tax Federal $ (1,545 ) $ (1,263 ) State 653 (131 ) Foreign $ (1 ) (4 ) Total $ (893 ) $ (1,398 ) Less: Valuation Allowance 893 1,398 Total Tax $ 37 $ 32 The difference between the statutory tax rate of the Company and the effective tax rate is primarily the result of tax benefits generated by the Company and its subsidiary which have not been recognized due to the uncertainty that such tax benefits will ultimately be realized. A reconciliation of the statutory U.S Federal rate to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE 2022 2021 Year ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit -12.06 % 0.92 % Foreign rate differential -0.03 % 0.02 % Permanent Items -0.61 % -13.04 % Change in valuation allowance -16.61 % -9.81 % Return to provision adjustments 7.54 % -0.01 % Forfeited options 0.00 % -0.16 % Other 0.09 % 0.86 % Effective tax rate -0.68 % -0.22 % Foreign tax Tax rates applicable to the income of the Israeli subsidiary: The Israeli corporate tax rate in 2022 and 2021 is 23 The subsidiary has final tax assessments through 2016. Loss before taxes: SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN 2022 2021 Year ended December 31, 2022 2021 Domestic $ 5,557 $ 14,333 Foreign (144 ) (82 ) Loss before taxes $ 5,413 $ 14,250 Deferred income taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ 7,306 $ 6,563 Arbitration accrual 414 414 Stock compensation and other 483 327 Deferred tax assets before valuation allowance 8,203 7,304 Valuation allowance (8,203 ) (7,304 ) Net deferred tax asset $ - $ - For the year ended December 31, 2022 and 2021, the net increases in valuation allowance of $ 894 1,417 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are able to be utilized. Based on consideration of these factors, the Company concluded that all of its recorded deferred tax assets are not more likely than not realizable and recorded a full valuation allowance at December 31, 2022 and 2021. The Company considers the earnings of its non-U.S. subsidiary to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We have not recorded a deferred tax liability related to the U.S. federal and state income taxes as an estimate of undistributed earnings of foreign subsidiaries would not be practicable to estimate at this time. If the Company does decide to repatriate the foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States. Reconciliation of the theoretical tax expense to the actual tax expense The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating loss carryforward among the Company and its subsidiary due to the uncertainty of the realization of such tax benefits. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2022 and 2021, the Company does not have any liabilities recorded for uncertain tax positions and does not expect there to be any events which could potentially result in the need for a material liability to be recorded. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2022 and 2021. The Company did not recognize any interest or penalties during fiscal 2022 or 2021 related to unrecognized tax benefits. U.S. federal and New York State income taxes are open for examination for years 2019-2022 and Israel tax returns are open for examination for years 2018-2022.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 - SUBSEQUENT EVENTS On February 8, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1 post-split share for every 20 pre-split shares At an annual meeting of stockholders held on December 15, 2022, the Company’s stockholders granted the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s common stock through an amendment to its Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-50 At the effective time of the reverse stock split, every 20 one Accordingly, on February 28, 2023, the Company received official notice from Nasdaq that the Company evidenced compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, including the $ 1.00 1.00

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of NanoVibronix, Inc. and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”).
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 believes 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 losses and gains as of the years ended December 31, 2022 and 2021 were $ 85 6
Earnings per share	Earnings per share Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock option, warrants and exercise of preferred stock as of December 31, 2022 and 2021, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive.
Inventory	Inventory Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the “first-in, first-out” method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its net market value. As of December 31, 2022 and 2021, there was no
Property and equipment	Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Management reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable under the provisions of accounting for the impairment of long-lived assets. If it is determined that an impairment loss has occurred based upon expected future cash flows, the loss is recognized in the Consolidated Statements of Operations.
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.
Severance pay	Severance pay The Company’s liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company’s balance sheet. Accrued severance pay liability at December 31, 2022 and 2021 was $ 223 253
Leases	Leases The Company accounts for its leases in accordance with ASU 2016-02, “Leases” (Topic 842). This topic requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognizes right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classify them as operating leases. For leases with a term of 12 months or less, the Company elects to implement in a class of underlying asset not to recognize lease assets and lease liabilities. The right-of-use assets and lease liabilities have been measured by the present value of the Company’s remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable.
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 create(s) 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.
Income taxes	Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
Stock-based compensation	Stock-based compensation The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements. The expected option term represents the period that the Company’s stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future.
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. This ASU is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of Topic 326 did not have a material effect on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS	Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7

PREPAID EXPENSES AND OTHER RE_2

PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES	Prepaid expenses and other receivables consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES 2022 2021 December 31, 2022 2021 Prepaid expenses $ 612 $ 166 Other receivables 100 64 Prepaid expenses and other receivables $ 712 $ 230

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY 2022 2021 December 31, 2022 2021 Raw materials $ 30 $ - Finished goods 2,145 175 Inventory $ 2,175 $ 175

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
SCHEDULE OF OPTIONS ACTIVITY	SCHEDULE OF OPTIONS ACTIVITY Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – December 31, 2021 127,000 $ 31.86 7.77 Granted 21,875 10.76 9.55 Forfeited - - - Expired - - - Exercised (1,256 ) 1.40 0.24 Outstanding – December 31, 2022 147,619 $ 24.42 7.24
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED	The fair value for options granted in 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 $ 0.45 0.78 $ 0.72 2.07 Exercise price $ 0.45 0.78 $ 0.72 2.07 Risk free interest 2.32 3.58 % 0.27 1.29 % Expected term (in years) 5 5 Volatility 125.3 127.9 % 60.9 82.7 %
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 Year Ended December 31, 2022 2021 Research and development $ 6 $ 13 Selling and marketing 25 28 General and administrative 323 341 Total $ 354 $ 382
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 2022 2021 Risk free interest 0.34 % 1.44 % Dividend yield 0 % 0 % Volatility 60.7 % 55.6 56.5 Contractual term (in years) 5 2
SCHEDULE OF WARRANTS ACTIVITY	SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2020 386,237 Granted 60,298 Exercised (252,830 ) Exercised - cashless (14,071 ) Expired (31,000 ) Canceled (33,167 ) Outstanding – December 31, 2021 115,467 Granted 30,500 Expired (55,215 ) Canceled (12,500 ) Outstanding – December 31, 2022 78,252

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
Derivative Liabilities
SCHEDULE 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 years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS 2022 2021 Stock price $ 1.01 2.94 $ 1.01 2.94 Conversion price $ 0.72 6.90 $ 0.72 6.90 Contractual term (in years) 0.67 6.56 0.67 6.56 Volatility (annual) 82.70 211 % 82.70 211 % Risk-free rate 0.09 1.21 % 0.09 1.21 %

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2022
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 December 31, 2022: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2023 73 2024 4 Total undiscounted operating lease payments 77 Less: Imputed interest 4 Present value of operating lease liabilities $ 73

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables)	12 Months Ended
	Dec. 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 share 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 December 31, 2022 December 31, 2021 Stock options - employee and non-employee 147,619 127,000 Warrants 78,252 115,467 Total 225,871 242,467

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	12 Months Ended
	Dec. 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 2022 2021 Year Ended December 31, 2022 2021 United States $ 710 $ 1,627 Europe 25 18 Australia 9 6 India 3 - Israel - 5 Other 5 39 Total $ 752 $ 1,695

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS 2022 2021 Price at valuation $ 0.02 $ 0.19 0.26 Exercise price $ 0.19 $ 0.19 Risk free interest 3.96 % 0.66 0.73 % Expected term (in years) 8 10 Volatility 155.6 % 140.6 143.9 %
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 years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE As of December 31, 2022 Asset Liability Balance – December 31, 2020 $ 25 $ 2,471 New Issuances - 1,819 Fair value adjustments – Sanuwave warrants (6 ) - Fair value adjustments – Warrant liability - 6,956 Reclassification liability to equity - (10,793 ) Buy back of warrants - (453 ) Balance – December 31, 2021 $ 19 $ - New Issuances - - Fair value adjustments – Sanuwave warrants (16 ) - Balance – December 31, 2022 $ 3 $ -
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 Level I Level II Level III Total Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 3 $ 3 Level I Level II Level III Total Fair Value Measurements as of December 31, 2021 Level I Level II Level III Total Asset: Other assets $ - $ - $ 19 $ 19

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES	Income tax expense is comprised of the following: SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES 2022 2021 Year ended December 31, 2022 2021 Current Tax Federal $ - $ - State - - Foreign 37 32 Total $ 37 $ 32 Deferred Tax Federal $ (1,545 ) $ (1,263 ) State 653 (131 ) Foreign $ (1 ) (4 ) Total $ (893 ) $ (1,398 ) Less: Valuation Allowance 893 1,398 Total Tax $ 37 $ 32
SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE	SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE 2022 2021 Year ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit -12.06 % 0.92 % Foreign rate differential -0.03 % 0.02 % Permanent Items -0.61 % -13.04 % Change in valuation allowance -16.61 % -9.81 % Return to provision adjustments 7.54 % -0.01 % Forfeited options 0.00 % -0.16 % Other 0.09 % 0.86 % Effective tax rate -0.68 % -0.22 %
SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN	SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN 2022 2021 Year ended December 31, 2022 2021 Domestic $ 5,557 $ 14,333 Foreign (144 ) (82 ) Loss before taxes $ 5,413 $ 14,250
SCHEDULE OF DEFERRED TAX ASSETS	SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ 7,306 $ 6,563 Arbitration accrual 414 414 Stock compensation and other 483 327 Deferred tax assets before valuation allowance 8,203 7,304 Valuation allowance (8,203 ) (7,304 ) Net deferred tax asset $ - $ -

LIQUIDITY AND PLAN OF OPERATI_2

LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Financing Receivable, Past Due [Line Items]
Net cash used in operating activities	$ 7,035	$ 4,367
Net proceeds received	2,090
Net offering costs	310,424
Cash balance	2,713	$ 7,737
Sale of Equity Securities [Member]
Financing Receivable, Past Due [Line Items]
Cash balance	$ 2,713

SCHEDULE OF DEPRECIATION CALCUL

SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 85	$ 6
Inventory allowance	0	0
Severance expenses	$ 223	$ 253

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 612	$ 166
Other receivables	100	64
Prepaid expenses and other receivables	$ 712	$ 230

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 30
Finished goods	2,145	175
Inventory	$ 2,175	$ 175

SCHEDULE OF OPTIONS ACTIVITY (D

SCHEDULE OF OPTIONS ACTIVITY (Details) - Employee Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options, Outstanding - Beginning balance	127,000
Weighted Average Exercise Price per Share, Outstanding - beginning balance	$ 31.86
Weighted Average Remaining Life (Years), Outstanding - beginning balance	7 years 9 months 7 days
Options, Granted	21,875	43,875
Weighted Average Exercise Price per Share, Granted	$ 10.76
Weighted Average Remaining Life (Years), Granted	9 years 6 months 18 days
Options, Forfeited
Weighted Average Exercise Price per Share, Forfeited
Options, Expired
Weighted Average Exercise Price per Share, Exercised
Options, Exercised	(1,256)	0
Weighted Average Exercise Price per Share, Exercised	$ 1.40
Weighted Average Remaining Life (Years), Granted	2 months 26 days
Options, Outstanding - Ending balance	147,619	127,000
Weighted Average Exercise Price per Share, Outstanding - ending balance	$ 24.42	$ 31.86
Weighted Average Remaining Life (Years), Outstanding - ending balance	7 years 2 months 26 days

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Risk free interest, minimum	2.32%	0.27%
Risk free interest, maximum	3.58%	1.29%
Expected term (in years)	5 years	5 years
Volatility, minimum	125.30%	60.90%
Volatility, maximum	127.90%	82.70%
Minimum [Member]
Price at valuation	$ 0.45	$ 0.72
Exercise price	0.45	0.72
Maximum [Member]
Price at valuation	0.78	2.07
Exercise price	$ 0.78	$ 2.07

SCHEDULE OF STOCK BASED EXPENSE

SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED FOR SERVICES FROM EMPLOYEES AND NON-EMPLOYEES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total	$ 354	$ 382
Research and Development Expense [Member]
Total	6	13
Selling and Marketing Expense [Member]
Total	25	28
General and Administrative Expense [Member]
Total	$ 323	$ 341

SCHEDULE OF FAIR VALUE ASSUMP_2

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details)	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	5 years	2 years
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0.34	1.44
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0	0
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	60.7
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	55.6
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	56.5

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - Private Investors [Member] - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants, Outstanding - Beginning balance	115,467	386,237
Warrants, Granted	30,500	60,298
Warrants, Exercised		(252,830)
Warrants, Exercised - cashless		(14,071)
Warrants, Expired	(55,215)	(31,000)
Warrants, Canceled	(12,500)	(33,167)
Warrants, Outstanding - Ending balance	78,252	115,467

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Nov. 29, 2022

Oct. 06, 2022

Sep. 30, 2022

Sep. 13, 2022

Jun. 14, 2022

Jan. 21, 2021

Dec. 02, 2020

Sep. 30, 2021

Jan. 31, 2021

Jun. 30, 2021

Dec. 31, 2022

Dec. 31, 2021

Aug. 17, 2021

Aug. 16, 2021

Subsidiary, Sale of Stock [Line Items]

Common stock, shares authorized

40,000,000

40,000,000

40,000,000

24,109,635

Proceeds from sale of common stock

$ 2,090,000

Number of warrants to purchase

18,000

12,500

12,500

109,675

Warrants expire date

Jun. 14, 2029

Warrants exercise price

$ 20

Stock-based compensation expense

354,000

382,000

Proceeds from warrant exercises

4,968,000

Warrants, modification expense

$ 3,000

$ 19,000

Increase in additional paid in capital warrants

$ 135,000

$ 135,000,000

Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants exercise price

$ 17.60

Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants exercise price

$ 50

Warrants [Member] | Accredited Investors [Member]

Subsidiary, Sale of Stock [Line Items]

Number of warrants to purchase

60,298

Warrants exercise price

$ 23.30

New Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Number of warrants to purchase

60,298

Warrants exercise price

$ 20.80

Proceeds from warrant exercises

$ 1,400,000

Warrants, modification expense

$ 1,627,000

Two Investors [Member] | Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants exercise price

$ 0.02

Stock issued during period warrants

82,857

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of options, exercised

1,256

Employee Options [Member]

Subsidiary, Sale of Stock [Line Items]

Number of options, exercised

1,256

0

Number of options, granted

21,875

43,875

Fair value options vesting term

9 years

Number of options, vested

$ 201,000

$ 583,000

Stock-based compensation expense

$ 148,000

$ 258,000

Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from warrant exercises

$ 3,600,000

Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, conversion description

Each share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred Stock into one twentieth of a share of the Company’s common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company.

Number of shares converted

0

875,000

Series E Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued upon conversion

0

43,750

Series D Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, conversion description

Each share of Series D Preferred Stock is convertible into fifty shares of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series D Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company.

Number of shares converted

0

153

Series D Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued upon conversion

0

7,650

Series C Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, conversion description

Each share of Series C Preferred Stock is convertible into one twentieth of a share of common stock at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred Stock into shares of common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company.

Number of shares converted

0

666,667

Series C Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued upon conversion

0

33,333

Series F Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, par value

$ 0.001

Preferred stock, voting rights, description

Each share of Series F Preferred Stock entitles the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series F Preferred Stock has a ratable number of votes). Thus, each one-thousandth of a share of Series F Preferred Stock entitles the holder thereof to 1,000 votes.

Preferred stock, redemption price per share

$ 0.10

Series F Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, par value

$ 0.001

Employee Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Non-vested stock options granted, unrecognized estimated compensation cost

$ 328,000

Non-vested stock options granted, weighted average period

7 years 2 months 26 days

H.C. Wainwright & Co., LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Non-accountable expense allowance

$ 50,000

Clearing fees

$ 15,950

Number of warrants to purchase

18,000

Warrants expire date

Nov. 29, 2027

Warrants exercise price

$ 12.50

H.C. Wainwright & Co., LLC [Member] | IPO [Member]

Subsidiary, Sale of Stock [Line Items]

Gross proceeds of aggregate cash fee percentage

7.50%

Gross proceeds of management fee percentage

1%

Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of stock, number of shares issued

240,000

Sale of stock, price per share

$ 10

Proceeds from sale of common stock

$ 2,100,000

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

132,857

Sale of stock, price per share

$ 13.98

Securities Purchase Agreement [Member] | Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of stock, number of shares issued

295,714

Sale of stock, price per share

$ 14

SCHEDULE OF QUANTITATIVE INFORM

SCHEDULE OF QUANTITATIVE INFORMATION TO VALUATION METHODOLOGY AND UNOBSERVABLE INPUTS (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Warrants, measurement input, term	5 years	2 years
Measurement Input, Price Volatility [Member]
Warrants, measurement input	60.7
Measurement Input, Risk Free Interest Rate [Member]
Warrants, measurement input	0.34	1.44
Minimum [Member]
Stock price	$ 0.45	$ 0.72
Minimum [Member] | Measurement Input, Expected Term [Member] | Derivative Liability [Member]
Warrants, measurement input, term	8 months 1 day	8 months 1 day
Minimum [Member] | Measurement Input, Price Volatility [Member]
Warrants, measurement input	55.6
Maximum [Member]
Stock price	$ 0.78	$ 2.07
Maximum [Member] | Measurement Input, Expected Term [Member] | Derivative Liability [Member]
Warrants, measurement input, term	6 years 6 months 21 days	6 years 6 months 21 days
Maximum [Member] | Measurement Input, Price Volatility [Member]
Warrants, measurement input	56.5
Warrant [Member] | Minimum [Member]
Stock price	$ 1.01	$ 1.01
Warrant [Member] | Minimum [Member] | Measurement Input, Conversion Price [Member]
Warrants, measurement input	0.72	0.72
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member]
Warrants, measurement input	0.8270	0.8270
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Warrants, measurement input	0.0009	0.0009
Warrant [Member] | Maximum [Member]
Stock price	$ 2.94	$ 2.94
Warrant [Member] | Maximum [Member] | Measurement Input, Conversion Price [Member]
Warrants, measurement input	6.90	6.90
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member]
Warrants, measurement input	2.11	2.11
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Warrants, measurement input	0.0121	0.0121

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 06, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 14, 2022	Sep. 30, 2021
Offsetting Assets [Line Items]
Payments for repurchase of warrants			$ 388
Class of warrant or right, exercise price of warrants or rights				$ 20
Gain on purchase of warrants			$ 64
Minimum [Member]
Offsetting Assets [Line Items]
Class of warrant or right, exercise price of warrants or rights					$ 17.60
Maximum [Member]
Offsetting Assets [Line Items]
Class of warrant or right, exercise price of warrants or rights					$ 50
Derivative Liability Warrants [Member] | Investors [Member]
Offsetting Assets [Line Items]
Number of warrants acquired	33,167
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	$ 17.6
Derivative Liability Warrants [Member] | Investors [Member] | Maximum [Member]
Offsetting Assets [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 18.8

SCHEDULE OF LIABILITIES ARISING

SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases
2023	$ 73
2024	4
Total undiscounted operating lease payments	77
Less: Imputed interest	4
Present value of operating lease liabilities	$ 73

LEASES (Details Narrative)

LEASES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Weighted-average remaining lease term	1 year 18 days
Weighted-average discount rate	10%
Operating lease, expense	$ 75
Minimum [Member]
Lease term	2 years
Maximum [Member]
Lease term	3 years

SUMMARY OF COMMON SHARE EQUIVAL

SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI- DILUTIVE (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	225,871	242,467
Stock Options Employee And Non Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	147,619	127,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	78,252	115,467

SUMMARY OF REVENUE WITHIN GEOGR

SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 752	$ 1,695
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	710	1,627
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	25	18
AUSTRALIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	9	6
INDIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	3
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Total		5
Other Country [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 5	$ 39

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Expected term (in years)	5 years	2 years
Sanuwave Health, Inc. [Member]
Expected term (in years)	8 years	10 years
Price at Valuation [Member] | Sanuwave Health, Inc. [Member]
Warrants and rights outstanding, measurement input	0.02
Price at Valuation [Member] | Sanuwave Health, Inc. [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		0.19
Price at Valuation [Member] | Sanuwave Health, Inc. [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		0.26
Measurement Input, Exercise Price [Member] | Sanuwave Health, Inc. [Member]
Warrants and rights outstanding, measurement input	0.19	0.19
Measurement Input, Risk Free Interest Rate [Member]
Warrants and rights outstanding, measurement input	0.34	1.44
Measurement Input, Risk Free Interest Rate [Member] | Sanuwave Health, Inc. [Member]
Warrants and rights outstanding, measurement input	0.0396
Measurement Input, Risk Free Interest Rate [Member] | Sanuwave Health, Inc. [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		0.0066
Measurement Input, Risk Free Interest Rate [Member] | Sanuwave Health, Inc. [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		0.0073
Measurement Input, Price Volatility [Member]
Warrants and rights outstanding, measurement input	60.7
Measurement Input, Price Volatility [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input	55.6
Measurement Input, Price Volatility [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input	56.5
Measurement Input, Price Volatility [Member] | Sanuwave Health, Inc. [Member]
Warrants and rights outstanding, measurement input	1.556
Measurement Input, Price Volatility [Member] | Sanuwave Health, Inc. [Member] | Minimum [Member]
Warrants and rights outstanding, measurement input		1.406
Measurement Input, Price Volatility [Member] | Sanuwave Health, Inc. [Member] | Maximum [Member]
Warrants and rights outstanding, measurement input		1.439

SCHEDULE OF CHANGES IN LEVEL 3

SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Fair value adjustments - Warrant liability	$ 3	$ 19
Derivative Asset [Member]
Offsetting Assets [Line Items]
Balance beginning	19	25
New Issuances
Fair value adjustments - Sanuwave warrants	(16)	(6)
Fair value adjustments - Warrant liability
Reclassification liability to equity
Buy back of warrants
Balance ending	3	19
Derivative Liabilities [Member]
Offsetting Assets [Line Items]
Balance beginning		2,471
New Issuances		1,819
Fair value adjustments - Sanuwave warrants
Fair value adjustments - Warrant liability		6,956
Reclassification liability to equity		(10,793)
Buy back of warrants		(453)
Balance ending

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Other assets	$ 3	$ 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	$ 3	$ 19

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 29, 2022	Sep. 30, 2022	Jun. 14, 2022	Sep. 30, 2021	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual term (in years)	5 years	2 years
Warrants issued to purchase common stock			18,000	12,500	12,500	109,675
Exercise price of warrants per share					$ 20
Fair value of warrants	$ 3	$ 19
Change in fair value of warrants	$ 16	$ 6
Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual term (in years)	8 years	10 years
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) - USD ($) $ in Thousands				1 Months Ended
	Mar. 15, 2022	Feb. 26, 2021	Dec. 17, 2019	Jan. 31, 2021	Nov. 30, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Litigation damages sought value		$ 3,000
Escrow amount					$ 391
Litigation settlement, amount				$ 366
Jona Zumeris [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Litigation damages sought value			$ 900
Former Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Litigation damages sought value			$ 700
Arbitrator [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Damages awarded value	$ 1,500

RELATED PARTY TRANSACTION (Deta

RELATED PARTY TRANSACTION (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Related Party Transactions [Abstract]
Legal fees paid	$ 256,908

SCHEDULE OF PROVISION FOR INCOM

SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal
State
Foreign	37	32
Total	37	32
Federal	(1,545)	(1,263)
State	653	(131)
Foreign	(1)	(4)
Total	(893)	(1,398)
Less: Valuation Allowance	893	1,398
Total Tax	$ 37	$ 32

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21%	21%
State income taxes, net of federal benefit	(12.06%)	0.92%
Foreign rate differential	(0.03%)	0.02%
Permanent Items	(0.61%)	(13.04%)
Change in valuation allowance	(16.61%)	(9.81%)
Return to provision adjustments	7.54%	(0.01%)
Forfeited options	0%	(0.16%)
Other	0.09%	0.86%
Effective tax rate	(0.68%)	(0.22%)

SCHEDULE OF INCOME BEFORE TAXES

SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 5,557	$ 14,333
Foreign	(144)	(82)
Loss before taxes	$ 5,413	$ 14,250

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 7,306	$ 6,563
Arbitration accrual	414	414
Stock compensation and other	483	327
Deferred tax assets before valuation allowance	8,203	7,304
Valuation allowance	(8,203)	(7,304)
Net deferred tax asset

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Federal net operating loss carried forward	$ 19,200
Federal net operating loss offset against taxable income	$ 14,000
Corporate tax rate	21%	21%
Net increases in valuation allowance	$ 894	$ 1,417
ISRAEL
Operating Loss Carryforwards [Line Items]
Corporate tax rate	23%	23%
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward	$ 33,000
Operating loss carryforwards expiration term	20 years
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward	$ 6,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - $ / shares	Feb. 08, 2023	Dec. 15, 2022	Feb. 28, 2023
Subsequent Event [Line Items]
Reverse stock split description		Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-50
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split description	common stock at a ratio of 1 post-split share for every 20 pre-split shares
Stock splits	20
Reverse stock splits	1
Minimum bid price per share			$ 1