NanoVibronix (NAOV) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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 ddress, city or town	Elmsford
Entity address, state or province	NY
Entity Address, Postal Zip Code	10523
City Area Code	(914)
Local Phone Number	233-3004
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NAOV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,662,330

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,512	$ 2,713
Trade receivables, net	58	9
Prepaid expenses and other accounts receivable	782	712
Inventory, net	2,213	2,175
Total current assets	4,565	5,609
Noncurrent assets:
Fixed assets, net	7	7
Other assets	5	3
Severance pay fund	179	179
Operating lease right-of-use assets, net	55	81
Total non-current assets	246	270
Total assets	4,811	5,879
Current liabilities:
Trade payables	45	66
Other accounts payable and accrued expenses	2,189	2,148
Deferred revenue		21
Operating lease liabilities	55	81
Total current liabilities	2,289	2,316
Non-current liabilities:
Accrued severance pay	223	223
Deferred licensing income	96	107
Total liabilities	2,608	2,646
Commitments and contingencies
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 40,000,000 shares at both March 31, 2023 and December 31, 2022, respectively; Issued and outstanding: 1,662,330 and 1,641,146 shares at March 31, 2023 and December 31, 2022, respectively	2	2
Additional paid in capital	65,708	65,634
Accumulated other comprehensive income	(25)	(18)
Accumulated deficit	(63,482)	(62,385)
Total stockholders’ equity	2,203	3,233
Total liabilities and stockholders’ equity	4,811	5,879
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

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	1,662,330	1,641,146
Common stock, shares outstanding	1,662,330	1,641,146
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues	$ 354	$ 272
Cost of revenues	119	166
Gross profit	235	106
Operating expenses:
Research and development	55	66
Selling and marketing	214	210
General and administrative	1,021	942
Total operating expenses	1,290	1,218
Loss from operations	(1,055)	(1,112)
Interest expense	(34)
Financial income (expense), net	(6)	(13)
Loss before taxes on income	(1,095)	(1,125)
Income tax expense	(2)	(7)
Net loss	$ (1,097)	$ (1,132)
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock	$ (0.67)	$ (0.81)
Weighted average common shares outstanding:
Basic and diluted	1,651,936	1,399,890
Comprehensive loss:
Net loss available to common stockholders	$ (1,097)	$ (1,132)
Change in foreign currency translation adjustments	(5)	(4)
Comprehensive loss	$ (1,102)	$ (1,136)

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	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, 2021					$ 1	$ 63,189	$ 60	$ (56,937)	$ 6,314
Beginning balance, shares at Dec. 31, 2021					1,399,890
Stock-based compensation						86			86
Currency translation adjustment							(6)		(6)
Net loss								(1,132)	(1,132)
Ending balance, value at Mar. 31, 2022					$ 1	63,275	54	(58,069)	5,262
Ending balance, shares at Mar. 31, 2022					1,399,890
Beginning balance ,value at Dec. 31, 2022					$ 2	65,634	(18)	(62,385)	3,233
Beginning balance, shares at Dec. 31, 2022					1,641,146
Stock-based compensation						67			67
Net loss								(1,097)	(1,097)
Exercise of options						7			7
Exercise of options, shares					5,459
Rounding-up of fractional shares due to reverse stock split
Rounding-up of fractional shares due to reverse stock split, shares					15,726
Other comprehensive loss							(7)		(7)
Ending balance, value at Mar. 31, 2023					$ 2	$ 65,708	$ 25	$ (63,482)	$ 2,203
Ending balance, shares at Mar. 31, 2023					1,662,330

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (1,097)	$ (1,132)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1
Stock-based compensation	67	86
Change in fair value of equity investment	(2)	2
Changes in operating assets and liabilities:
Trade receivable	(49)	66
Other accounts receivable and prepaid expenses	(70)	(681)
Inventory	(38)	(180)
Trade payables	(21)	85
Other accounts payable and accrued expenses	41	24
Deferred revenue	(32)	(11)
Net cash used in operating activities	(1,200)	(1,741)
Cash flows from investing activities:
Purchases of property plant and equipment	(1)
Net cash used in investing activities	(1)
Cash flows from financing activities:
Proceeds from exercise of options	7
Net cash provided by financing activities	7
Effects of currency translation on cash and cash equivalents	(7)	(6)
Net (decrease) in cash	(1,201)	(1,747)
Cash at beginning of period	2,713	7,737
Cash at end of period	$ 1,512	$ 5,990

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 – DESCRIPTION OF BUSINESS NanoVibronix, Inc. (the “Company”), a Delaware corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals. The Company’s principal research and development activities are conducted in Israel through its wholly owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003.

GOING CONCERN AND LIQUIDITY

GOING CONCERN AND LIQUIDITY	3 Months Ended
	Mar. 31, 2023
Going Concern And Liquidity
GOING CONCERN AND LIQUIDITY	NOTE 2 – GOING CONCERN AND LIQUIDITY The Company’s ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and the receipt of additional financing until profitability is achieved. During the first quarter of 2023, the Company has incurred losses as well as negative cash outflows from operating activities and expects to incur losses and negative cash outflows from operating activities through fiscal year 2023. Because the Company does not have sufficient resources to fund its operations for the next twelve months from the date of this filing, substantial doubt exists as to the Company’s ability to continue as a going concern. The Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as our products do not reach commercial profitability. If the Company is unable to obtain additional financing when it becomes necessary, the development of its product candidates could be impacted and there could be a material adverse effect on the Company’s business and financial condition. These financial statements do not include any adjustments that may result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited interim financial information In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. The balance sheet for December 31, 2022 was derived from the Company’s audited financial statements for the year ended December 31, 2022. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company 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 gains as of the years ended March 31, 2023 and 2022 were $ 7 6 Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. 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 and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by considering 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. 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, including interim periods within those fiscal years. The Company adopted ASU 2016-13 as of January 1, 2023, there was no material impact on its condensed consolidated financial statements.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 4 – STOCKHOLDERS’ EQUITY Common stock The common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. Reverse Stock Split 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. The Company’s common stock begin trading on a split-adjusted basis when the market opened on February 9, 2023 (the “Reverse Stock Split”). At an annual meeting of stockholders held on December 15, 2022, the Company’s stockholders granted the Company’s Board of Directors (the “Board”), 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, with such ratio to be determined by the Board. At the effective time of the Reverse Stock Split, every 20 shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account had their shares automatically adjusted to reflect the 1-for-20 Reverse Stock Split. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split resulted in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the Reverse Stock Split was rounded up to the nearest whole number of shares. Proportional adjustments were made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price thereof. On February 16, 2023, the Company rounded up fractional shares to its nearest whole number of 15,726 All references in this Report to number of shares, price per share and weighted average number of shares of common stock outstanding prior to the Reverse Stock Split have been adjusted to reflect the Reverse Stock Split on a retroactive basis, unless otherwise noted. Stock-based compensation and Options During the three-month period ended March 31, 2023 and 2022, 5,459 0 0 6,000 three years 67 86 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 6,000 15.56 9.89 Exercised - - - Outstanding – March 31, 2022 133,000 $ 26.00 7.63 Outstanding – December 31, 2022 147,619 $ 24.42 7.24 Granted - - - Exercised (5,459 ) 1.40 0.24 Outstanding – March 31, 2023 142,160 $ 25.31 7.50 The fair value for options granted in the first quarter of 2022 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTION FOR OPTIONS GRANTED 2022 Price at valuation $ 15.56 Exercise price $ 15.56 Risk free interest 2.32 Expected term (in years) 5 Volatility 127.9 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 SERVICES FROM EMPLOYEES AND NON-EMPLOYEES 2023 2022 Three Months Ended March 31, 2023 2022 Research and development 2 2 Selling and marketing 6 6 General and administrative 59 78 Total $ 67 $ 86 As of March 31, 2023, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 261 1.27 Warrants For the three months ended March 31, 2023 and 2022, there were no warrants granted, exercised and/ or cancelled. SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2021 115,467 Granted - Exercised - Canceled - Outstanding – March 31, 2022 115,467 Outstanding – December 31, 2022 78,252 Granted - Exercised - Canceled - Outstanding – March 31, 2023 78,252

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER	NOTE 5 – LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. All outstanding stock options and warrants for the three months ended March 31, 2023 and 2022 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE March 31, 2023 March 31, 2022 Stock Options – employee and non-employee 142,160 133,000 Warrants 78,252 115,467 Total 220,412 248,467 The diluted loss per share equals basic loss per share in the three months ended March 31, 2023 and 2022 because the Company had a net loss and the impact of the assumed exercise of stock options and the vesting of restricted stock would have been anti-dilutive.

GEOGRAPHIC INFORMATION AND MAJO

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	NOTE 6 – GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA 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 2023 2022 Three Months Ended March 31, 2023 2022 United States $ 309 $ 231 Europe 19 7 Australia/New Zealand 13 2 Asia 1 9 Other 12 23 Total $ 354 $ 272 For the three months ended March 31, 2023, our two largest customers comprised approximately 87 88

LEASES

LEASES	3 Months Ended
	Mar. 31, 2023
Leases
LEASES	NOTE 7 – 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 0.80 10 The Company incurred $ 18 7 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of March 31, 2023: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2023 $ 54 2024 3 Total undiscounted operating lease payments 57 Less: Imputed interest 2 Present value of operating lease liabilities $ 55

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	NOTE 8 – 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 March 31, 2023 March 31, 2022 Price at valuation $ 0.04 $ 0.17 Exercise price $ 0.19 $ 0.19 Risk free interest 3.55 % 1.44 % Expected term (in years) 7 8 Volatility 155.6 % 138.4 % The Company considers this to be Level 3 inputs and is valued at each reporting period. The fair value of these warrants for the three months ended March 31, 2023 and 2022 was $ 5 3 2 2 Financial Instruments Measured at Fair Value on a Recurring Basis The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: ● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 3 during the quarters ended March 31, 2023 and 2022. The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended March 31, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2021 $ 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Balance – December 31, 2022 3 Fair value adjustments – Sanuwave warrants 2 Balance – March 31, 2023 $ 5 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 LIABILITY MEASURED AT FAIR VALUE Level I Level II Level III Total Fair Value Measurements as of March 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 5 $ 5 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

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Pending litigation On February 26, 2021, Protrade Systems, Inc. (“Protrade”) filed a Request for Arbitration (the “Request”) with the International Court of Arbitration (the “ICA”) of the International Chamber of Commerce alleging the Company is in breach of an Exclusive Distribution Agreement dated March 7, 2019 (the “Agreement”) between Protrade and the Company. Protrade alleges, in part, that the Company has breached the Agreement by discontinuing the manufacture of the DV0057 Painshield MD device in favor of an updated 10-100-001 Painshield MD device. Protrade claims damages estimated at $ 3 On March 15, 2022, the arbitrator issued a final award, which, determined that (i) the Company had the right to terminate the Agreement; (ii) the Company did not breach the duty of good faith and fair dealing with regard to the Agreement; and (iii) the Company did not breach any confidentiality obligations to Protrade . Nevertheless the arbitrator determined that the Company did not comply with the obligation to supply Protrade with a year’s supply of patches, and awarded Protrade $ 1,500,250 1,432,000 68,250 on April 13, 2022, the Company submitted an application for the correction of the award which the arbitrator denied on June 22, 2022. 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 newer As of March 31, 2023 and December 31, 2022, the Company accrued the amount of the award to Protrade amounting to approximately $ 1.9 0.4 Other Risks The World Health Organization recently determined that COVID-19 no longer fits the definition of a public health emergency, and the U.S. government has announced its plan to let the declaration of a public health emergency associated with COVID-19 expire on May 11, 2023. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy and 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	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 10 – RELATED PARTY TRANSACTION The firm of FisherBroyles LLP is handling our Protrade litigation and appeals. For the three months ended March 31, 2023, we have been billed and paid legal fees from FisherBroyles amounting to $ 76,034 .

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of filing this Quarterly Report on Form 10-Q and determined that no material events occurred .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited interim financial information	Unaudited interim financial information In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. The balance sheet for December 31, 2022 was derived from the Company’s audited financial statements for the year ended December 31, 2022. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting.
Use of estimates	Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company 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 gains as of the years ended March 31, 2023 and 2022 were $ 7 6
Revenue recognition	Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. 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 and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by considering 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.
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, including interim periods within those fiscal years. The Company adopted ASU 2016-13 as of January 1, 2023, there was no material impact on its condensed consolidated financial statements.

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	3 Months Ended
	Mar. 31, 2023
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 6,000 15.56 9.89 Exercised - - - Outstanding – March 31, 2022 133,000 $ 26.00 7.63 Outstanding – December 31, 2022 147,619 $ 24.42 7.24 Granted - - - Exercised (5,459 ) 1.40 0.24 Outstanding – March 31, 2023 142,160 $ 25.31 7.50
SCHEDULE OF FAIR VALUE ASSUMPTION FOR OPTIONS GRANTED	The fair value for options granted in the first quarter of 2022 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTION FOR OPTIONS GRANTED 2022 Price at valuation $ 15.56 Exercise price $ 15.56 Risk free interest 2.32 Expected term (in years) 5 Volatility 127.9
SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED 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 SERVICES FROM EMPLOYEES AND NON-EMPLOYEES 2023 2022 Three Months Ended March 31, 2023 2022 Research and development 2 2 Selling and marketing 6 6 General and administrative 59 78 Total $ 67 $ 86
SCHEDULE OF WARRANTS ACTIVITY	For the three months ended March 31, 2023 and 2022, there were no warrants granted, exercised and/ or cancelled. SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2021 115,467 Granted - Exercised - Canceled - Outstanding – March 31, 2022 115,467 Outstanding – December 31, 2022 78,252 Granted - Exercised - Canceled - Outstanding – March 31, 2023 78,252

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE	The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE March 31, 2023 March 31, 2022 Stock Options – employee and non-employee 142,160 133,000 Warrants 78,252 115,467 Total 220,412 248,467

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	3 Months Ended
	Mar. 31, 2023
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 2023 2022 Three Months Ended March 31, 2023 2022 United States $ 309 $ 231 Europe 19 7 Australia/New Zealand 13 2 Asia 1 9 Other 12 23 Total $ 354 $ 272

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2023 $ 54 2024 3 Total undiscounted operating lease payments 57 Less: Imputed interest 2 Present value of operating lease liabilities $ 55

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS March 31, 2023 March 31, 2022 Price at valuation $ 0.04 $ 0.17 Exercise price $ 0.19 $ 0.19 Risk free interest 3.55 % 1.44 % Expected term (in years) 7 8 Volatility 155.6 % 138.4 %
SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE	The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended March 31, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2021 $ 19 Fair value adjustments – Sanuwave warrants (2 ) Balance – March 31, 2022 $ 17 Balance – December 31, 2022 3 Fair value adjustments – Sanuwave warrants 2 Balance – March 31, 2023 $ 5
SCHEDULE OF ASSETS AND LIABILITY 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 LIABILITY MEASURED AT FAIR VALUE Level I Level II Level III Total Fair Value Measurements as of March 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 5 $ 5 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

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 7	$ 6

SCHEDULE OF OPTIONS ACTIVITY (D

SCHEDULE OF OPTIONS ACTIVITY (Details) - Employee Options [Member] - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options, Outstanding - Beginning balance	147,619	127,000
Weighted Average Exercise Price per Share, Outstanding - beginning balance	$ 24.42	$ 31.86
Weighted Average Remaining Life (Years), Outstanding - beginning balance	7 years 2 months 26 days	7 years 9 months 7 days
Options, Granted	0	6,000
Weighted Average Exercise Price per Share, Granted	$ 0	$ 15.56
Weighted Average Remaining Life (Years), Granted		9 years 10 months 20 days
Options, Exercised	5,459	0
Weighted Average Exercise Price per Share, Exercised	$ 1.40	$ 0
Options, Outstanding - Ending balance	142,160	133,000
Weighted Average Exercise Price per Share, Outstanding - ending balance	$ 25.31	$ 26
Weighted Average Remaining Life (Years), Outstanding - ending balance	7 years 6 months	7 years 7 months 17 days
Options, Exercised	(5,459)	0
Weighted Average Remaining Life (Years), Granted	2 months 26 days

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTION FOR OPTIONS GRANTED (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares
Equity [Abstract]
Price at valuation	$ 15.56
Exercise price	$ 15.56
Risk free interest, minimum	232%
Expected term (in years)	5 years
Volatility, minimum	12,790%

SCHEDULE OF STOCK BASED EXPENSE

SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED SERVICES FROM EMPLOYEES AND NON-EMPLOYEES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total	$ 67	$ 86
Research and Development Expense [Member]
Total	2	2
Selling and Marketing Expense [Member]
Total	6	6
General and Administrative Expense [Member]
Total	$ 59	$ 78

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - Private Investors [Member] - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants, Outstanding - Beginning balance	78,252	115,467
Warrants, Granted
Warrants, Exercised
Warrants, Canceled
Warrants, Outstanding - Ending balance	78,252	115,467

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands		3 Months Ended
	Feb. 16, 2023	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Fractional shares	15,726
Stock-based compensation expense		$ 67	$ 86
Employee Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Non-vested stock options granted, unrecognized estimated compensation cost		$ 261
Non-vested stock options granted, weighted average period		1 year 3 months 7 days
Employee Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of options, exercised		5,459	0
Number of options, granted		0	6,000
Fair value options vesting term		3 years
Stock-based compensation expense		$ 67	$ 86

SUMMARY OF COMMON SHARE EQUIVAL

SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	220,412	248,467
Stock Options Employee And Non Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	142,160	133,000
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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 354	$ 272
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	309	231
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	19	7
AUSTRALIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	13	2
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	1	9
Other Country [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total	$ 12	$ 23

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	87%	88%

SCHEDULE OF LIABILITIES ARISING

SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases
2023	$ 54
2024	3
Total undiscounted operating lease payments	57
Less: Imputed interest	2
Present value of operating lease liabilities	$ 55

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Weighted-average remaining lease term	9 months 18 days
Weighted-average discount rate	10%
Operating lease, expense	$ 18	$ 7
Minimum [Member]
Lease term	2 years
Maximum [Member]
Lease term	3 years

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details) - Sanuwave Health, Inc. [Member]	Mar. 31, 2023 $ / shares	Mar. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)	7 years	8 years
Price at Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.04	0.17
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.19	0.19
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.55	1.44
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	155.6	138.4

SCHEDULE OF CHANGES IN LEVEL 3

SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE (Details) - Derivative Asset [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Offsetting Assets [Line Items]
Balance beginning	$ 3	$ 19
Fair value adjustments - Sanuwave warrants	2	(2)
Balance ending	$ 5	$ 17

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Other assets	$ 5	$ 3
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets	$ 5	$ 3

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of warrants	$ 5	$ 3
Change in fair value of warrants	$ 2	$ 2
Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants and rights outstanding term	7 years	8 years
Licensing Agreement [Member] | Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants and rights outstanding term			10 years
Warrants issued to purchase common stock			127,000
Exercise price of warrants per share			$ 0.19

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Mar. 15, 2023	Feb. 26, 2021	Mar. 31, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loss contingency damages sought value	$ 1,500,250	$ 3,000,000
Damages awarded value	1,432,000
Loss contingency damages paid value	$ 68,250
Arbitrator [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Damages awarded value			$ 1,900,000	$ 400,000

RELATED PARTY TRANSACTION (Deta

RELATED PARTY TRANSACTION (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Related Party Transactions [Abstract]
Legal fees paid	$ 76,034