Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 $0.001 per share | |
Trading Symbol | NAOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,784,354 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 2,700,000 | $ 3,283,000 |
Trade receivables | 360,000 | 318,000 |
Prepaid expenses and other accounts receivable | 297,000 | 154,000 |
Inventory | 2,588,000 | 2,732,000 |
Total current assets | 5,945,000 | 6,487,000 |
Noncurrent assets: | ||
Fixed assets, net | 8,000 | 7,000 |
Other assets | 1,000 | 1,000 |
Severance pay fund | 171,000 | 174,000 |
Operating lease right-of-use assets, net | 110,000 | 5,000 |
Total non-current assets | 290,000 | 187,000 |
Total assets | 6,235,000 | 6,674,000 |
Current liabilities: | ||
Trade payables | 37,000 | 138,000 |
Other accounts payable and accrued expenses | 2,320,000 | 2,265,000 |
Deferred licensing income, current | 46,000 | 46,000 |
Operating lease liabilities, current | 24,000 | 5,000 |
Total current liabilities | 2,427,000 | 2,454,000 |
Non-current liabilities: | ||
Accrued severance pay | 214,000 | 217,000 |
Deferred revenue – long term | 4,000 | 15,000 |
Operating lease liabilities, non-current | 86,000 | |
Total liabilities | 2,731,000 | 2,686,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common Stock of $0.001 par value – Authorized: 40,000,000 shares at March 31, 2024 and December 31, 2023, respectively; issued and outstanding: 2,784,353 and 2,046,307 shares at March 31, 2024 and December 31, 2023, respectively | 2,000 | 2,000 |
Additional paid in capital | 70,256,000 | 70,149,000 |
Accumulated other comprehensive income | (70,000) | (67,000) |
Accumulated deficit | (66,684,000) | (66,096,000) |
Total stockholders’ equity | 3,504,000 | 3,988,000 |
Total liabilities and stockholders’ equity | 6,235,000 | 6,674,000 |
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, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 2,784,353 | 2,046,307 |
Common stock, shares outstanding | 2,784,353 | 2,046,307 |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 921,000 | $ 354,000 |
Cost of revenues | 257,000 | 119,000 |
Gross profit | 664,000 | 235,000 |
Operating expenses: | ||
Research and development | 121,000 | 55,000 |
Selling and marketing | 165,000 | 214,000 |
General and administrative | 946,000 | 1,021,000 |
Total operating expenses | 1,232,000 | 1,290,000 |
Loss from operations | (568,000) | (1,055,000) |
Interest expense | (34,000) | (34,000) |
Financial expense, net | 21,000 | (6,000) |
Loss before taxes | (581,000) | (1,095,000) |
Income tax expense | (7,000) | (2,000) |
Net loss | $ (588,000) | $ (1,097,000) |
Basic net loss available for holders of common stock | $ (0.23) | $ (0.67) |
Diluted net loss available for holders of common stock | $ (0.23) | $ (0.67) |
Weighted average common stock outstanding, basic | 2,510,309 | 1,651,936 |
Weighted average common stock outstanding, diluted | 2,510,309 | 1,651,936 |
Comprehensive loss: | ||
Net loss available to common stockholders | $ (588,000) | $ (1,097,000) |
Change in foreign currency translation adjustments | 1,000 | (5,000) |
Comprehensive loss available to common stockholders | $ (587,000) | $ (1,102,000) |
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 |
Balance at Dec. 31, 2022 | $ 2 | $ 65,634 | $ (18) | $ (62,385) | $ 3,233 | ||||
Balance, shares at Dec. 31, 2022 | 1,641,146 | ||||||||
Stock-based compensation | 67 | 67 | |||||||
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 stock split, shares | 15,726 | ||||||||
Other comprehensive loss | $ (7) | $ (7) | |||||||
Net loss | (1,097) | (1,097) | |||||||
Balance at Mar. 31, 2023 | $ 2 | 65,708 | (25) | (63,482) | 2,203 | ||||
Balance, shares at Mar. 31, 2023 | 1,662,330 | ||||||||
Balance at Dec. 31, 2023 | $ 2 | 70,149 | (67) | (66,096) | 3,988 | ||||
Balance, shares at Dec. 31, 2023 | 2,046,307 | ||||||||
Stock-based compensation | |||||||||
Exercise of options | $ 107 | $ 107 | |||||||
Rounding-up of fractional shares due to reverse stock split | |||||||||
Rounding up of fractional shares due to stock split, shares | 46 | ||||||||
Other comprehensive loss | |||||||||
Net loss | (588) | (588) | |||||||
Currency translation adjustment | (3) | (3) | |||||||
Exercise of pre-funded warrants | |||||||||
Exercise of pre-funded warrants, shares | 738,000 | ||||||||
Balance at Mar. 31, 2024 | $ 2 | $ 70,256 | $ (70) | $ (66,684) | $ 3,504 | ||||
Balance, shares at Mar. 31, 2024 | 2,784,353 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (588) | $ (1,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1 | |
Stock-based compensation | 107 | 67 |
Noncash interest expense | 34 | |
Change in fair value of equity investment | (2) | |
Changes in operating assets and liabilities: | ||
Trade receivable | (42) | (49) |
Other accounts receivable and prepaid expenses | (143) | (70) |
Inventory | 144 | (38) |
Trade payables | (101) | (21) |
Other accounts payable and accrued expenses | 21 | 41 |
Deferred revenue | (11) | (32) |
Net cash used in operating activities | (579) | (1,200) |
Cash flows from investing activities: | ||
Purchases of fixed assets | (1) | (1) |
Net cash used in investing activities | (1) | (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 | (3) | (7) |
Net (decrease) increase in cash | (583) | (1,201) |
Cash at beginning of period | 3,283 | 2,713 |
Cash at end of period | 2,700 | 1,512 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
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, LIQUIDITY AND OT
GOING CONCERN, LIQUIDITY AND OTHER UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN, LIQUIDITY AND OTHER UNCERTAINTIES | NOTE 2 – GOING CONCERN, LIQUIDITY AND OTHER UNCERTAINTIES Liquidity and Going Concern 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 three months ended March 31, 2024, 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 at least fiscal year 2024. Because the Company does not have sufficient resources to fund its operations for the next twelve months from the date of this filing and there could be a significant arbitration payment due (see Note 10), 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 the Company’s products do not reach commercial profitability. If the Company is unable to obtain additional financing, the development of its product candidates and the Company’s commercial strategy may 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, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation 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. 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. 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, 2023, as found in the Company’s Annual Report on Form 10-K, as amended, initially filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2024. The balance sheet for December 31, 2023 was derived from the Company’s audited financial statements for the year ended December 31, 2023. 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 for the three months ended March 31, 2024 and 2023 were $ 6,000 7,000 Cash The Company holds cash in various banking institutions. Such funds are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,166,000 Trade receivables The Company’s trade receivable balance consists of amounts due from its customers. The Current Expected Credit Losses (“CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Credit losses are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. Trades receivables were $ 360,000 Revenue recognition Revenues from product sales are 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, distributor fees and 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 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, and there was no material impact on its condensed consolidated financial statements upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw materials $ 311,000 $ 210,000 Finished goods 2,277,000 2,522,000 Inventory $ 2,588,000 $ 2,732,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Common stock The common stock, par value $ 0.001 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 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 15,726 46 All references in this Quarterly Report on Form 10-Q 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. Issuance of Common Stock for cash through private placement On August 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of 180,000 2,726,977 0.0001 2,906,977 1.47 ” 2,906,977 1.47 March 1, 2029 1.72 1.7199 The net proceeds to the Company from the Private Placement were approximately $ 4,215,000 H.C. Wainwright & Co., LLC (“Wainwright”) served as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of July 5, 2023, between the Company and Wainwright (as amended, the “Engagement Letter”). As part of Wainwright’s compensation, we issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 218,023 2.15 March 1, 2029 Stock-based compensation and Options During the three-month period ended March 31, 2024 and 2023, 0 5,459 90,000 0 36 0 The options granted to employees and board members were recorded at a fair value and vested over ten years. During the three-month period ended March 31, 2024 and 2023, stock-based compensation expense of $ 107 67 SCHEDULE OF OPTIONS ACTIVITY Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) 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 Outstanding – December 31, 2023 112,685 $ 13.10 8.41 Granted 90,000 0.90 9.82 Exercised - - - Expired (36 ) 39.2 0.16 Outstanding – March 31, 2024 202,650 $ 7.67 8.90 Warrants On August 30, 2023, the Company granted (a) Pre-Funded Warrants to purchase up to 2,906,977 0.0001 2,906,977 1.47 2,906,977 1.47 8,540,931 March 1, 2029 October 1, 2024 For the same Private Placement, the Company granted Placement Agent Warrants to Wainwright, or its designees, to purchase up to an aggregate of 218,023 2.15 March 1, 2029 For the three months ended March 31, 2024 and 2023, there were 0 738,000 0 SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2022 78,252 Granted - Exercised - Canceled - Outstanding – March 31, 2023 78,252 Outstanding – December 31, 2023 8,633,229 Granted - Exercised (738,000 ) Canceled - Outstanding – March 31, 2024 7,895,229 |
LOSS PER SHARE APPLICABLE TO CO
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER | NOTE 6 – LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER Basic net loss per share of Common Stock 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, 2024 and 2023 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, 2024 March 31, 2023 Stock Options – employee and non-employee 202,650 142,160 Warrants 7,895,229 78,252 Total 8,097,879 220,412 Dilutive loss per share 8,097,879 220,412 |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA | NOTE 7 – GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA The Company 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 2024 2023 Three Months Ended March 31, 2024 2023 United States $ 905,000 $ 309,000 Europe - 19,000 Australia/New Zealand 4,000 13,000 Asia - 1,000 Other 12,000 12,000 Total $ 921,000 $ 354,000 Revenues geographic areas $ 921,000 $ 354,000 The Company’s long-lived assets are all located in Israel. For the three months ended March 31, 2024, the Company’s largest customer comprised approximately 31 87 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
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 2.94 10 The Company incurred $ 6 18 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of March 31, 2024: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2024 $ 31 2025 44 2026 45 Thereafter 6 Total undiscounted operating lease payments 126 Less: Imputed interest 16 Present value of operating lease liabilities $ 110 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9 – OTHER ASSETS On April 9, 2020, pursuant to a licensing agreement entered into in March 2020, the Company received 10 127,000 0.19 SCHEDULE OF WARRANTS ASSUMPTIONS March 31, 2024 March 31, 2023 Price at valuation $ 0.02 $ 0.04 Exercise price $ 0.19 $ 0.19 Risk free interest 4.20 % 3.55 % Expected term (in years) 6 7 Volatility 125.4 % 155.6 % The Company considers this to be Level 3 inputs which are valued at each reporting period. For the three months March 31, 2024, changes in the fair value of these warrants amounted to $ 1,000 2,000 2,000 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 three months ended March 31, 2024, and 2023. The following table presents changes in Level 3 asset and liability measured at fair value for the quarters ended September 30, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2022 $ 3,000 Fair value adjustments – Sanuwave warrants 2,000 Balance – March 31, 2023 $ 5,000 Balance – December 31, 2023 1,000 Fair value adjustments – Sanuwave warrants 1,000 Balance – March 31, 2024 $ 2,000 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 March 31, 2024 Level I Level II Level III Total Asset: Other assets $ - $ - $ 2,000 $ 2,000 Level I Level II Level III Total Fair Value Measurements as of December 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 1,000 $ 1,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – 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 that the Company is in breach of an Exclusive Distribution Agreement dated March 7, 2019, between Protrade and the Company (the “Exclusive Distribution Agreement”). Protrade alleges, in part, that the Company has breached the Exclusive Distribution 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 Exclusive Distribution Agreement; (ii) the Company did not breach the duty of good faith and fair dealing with regard to the Exclusive Distribution 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 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 the 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 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 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. On July 10, 2023, the Company filed an appeal with the Appellate Division, Second Department. The Company intends to continue to vigorously pursue its opposition to the award in all appropriate fora. As of March 31, 2024 and December 31, 2023, the Company accrued the amount of the arbitration award to Protrade of approximately $ 2 |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 11 – RELATED PARTY TRANSACTION The firm FisherBroyles LLP is handling the Company’s Protrade litigation and appeals. For the three months ended March 31, 2024 and 2023, the Company has been billed and paid legal fees from FisherBroyles amounting to $ 0 76,034 6,917 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On April 10, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of the Company’s Common Stock for the 30 consecutive business days between February 27, 2024 and to April 9, 2024, the Company did not meet the minimum bid price of $ 1.00 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation 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. 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. 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, 2023, as found in the Company’s Annual Report on Form 10-K, as amended, initially filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2024. The balance sheet for December 31, 2023 was derived from the Company’s audited financial statements for the year ended December 31, 2023. 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 for the three months ended March 31, 2024 and 2023 were $ 6,000 7,000 |
Cash | Cash The Company holds cash in various banking institutions. Such funds are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 2,166,000 |
Trade receivables | Trade receivables The Company’s trade receivable balance consists of amounts due from its customers. The Current Expected Credit Losses (“CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Credit losses are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. Trades receivables were $ 360,000 |
Revenue recognition | Revenue recognition Revenues from product sales are 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, distributor fees and 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 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, and there was no material impact on its condensed consolidated financial statements upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consists of the following components: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw materials $ 311,000 $ 210,000 Finished goods 2,277,000 2,522,000 Inventory $ 2,588,000 $ 2,732,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 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 Outstanding – December 31, 2023 112,685 $ 13.10 8.41 Granted 90,000 0.90 9.82 Exercised - - - Expired (36 ) 39.2 0.16 Outstanding – March 31, 2024 202,650 $ 7.67 8.90 |
SCHEDULE OF WARRANTS ACTIVITY | SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2022 78,252 Granted - Exercised - Canceled - Outstanding – March 31, 2023 78,252 Outstanding – December 31, 2023 8,633,229 Granted - Exercised (738,000 ) Canceled - Outstanding – March 31, 2024 7,895,229 |
LOSS PER SHARE APPLICABLE TO _2
LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 March 31, 2023 Stock Options – employee and non-employee 202,650 142,160 Warrants 7,895,229 78,252 Total 8,097,879 220,412 Dilutive loss per share 8,097,879 220,412 |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS | SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS 2024 2023 Three Months Ended March 31, 2024 2023 United States $ 905,000 $ 309,000 Europe - 19,000 Australia/New Zealand 4,000 13,000 Asia - 1,000 Other 12,000 12,000 Total $ 921,000 $ 354,000 Revenues geographic areas $ 921,000 $ 354,000 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
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, 2024: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2024 $ 31 2025 44 2026 45 Thereafter 6 Total undiscounted operating lease payments 126 Less: Imputed interest 16 Present value of operating lease liabilities $ 110 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF WARRANTS ASSUMPTIONS | SCHEDULE OF WARRANTS ASSUMPTIONS March 31, 2024 March 31, 2023 Price at valuation $ 0.02 $ 0.04 Exercise price $ 0.19 $ 0.19 Risk free interest 4.20 % 3.55 % Expected term (in years) 6 7 Volatility 125.4 % 155.6 % |
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 September 30, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE Asset Balance – December 31, 2022 $ 3,000 Fair value adjustments – Sanuwave warrants 2,000 Balance – March 31, 2023 $ 5,000 Balance – December 31, 2023 1,000 Fair value adjustments – Sanuwave warrants 1,000 Balance – March 31, 2024 $ 2,000 |
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 March 31, 2024 Level I Level II Level III Total Asset: Other assets $ - $ - $ 2,000 $ 2,000 Level I Level II Level III Total Fair Value Measurements as of December 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 1,000 $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Gains and losses from foreign currency translation | $ 6,000 | $ 7,000 | |
Federal deposit insurance corporation amount. | 250,000 | ||
Excess of federal deposit insurance corporation amount. | 2,166,000 | ||
Trades receivables | $ 360,000 | $ 318,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 311,000 | $ 210,000 |
Finished goods | 2,277,000 | 2,522,000 |
Inventory | $ 2,588,000 | $ 2,732,000 |
SCHEDULE OF OPTIONS ACTIVITY (D
SCHEDULE OF OPTIONS ACTIVITY (Details) - Employee Options [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Options, Outstanding - Beginning balance | 112,685 | 147,619 |
Weighted Average Exercise Price per Share, Exercisable - Ending balance | $ 13.10 | $ 24.42 |
Weighted Average Remaining Life (Years), Outstanding | 8 years 4 months 28 days | 7 years 2 months 26 days |
Options, Granted | 90,000 | |
Weighted Average Exercise Price per Share, Granted | $ 0.90 | |
Options, Exercised | (5,459) | |
Weighted Average Exercise Price per Share, Exercised | $ 1.40 | |
Weighted Average Remaining Life (Years), Exercised | 2 months 26 days | |
Options, Outstanding - Ending balance | 202,650 | 142,160 |
Weighted Average Exercise Price per Share, Outstanding - ending balance | $ 7.67 | $ 25.31 |
Weighted Average Remaining Life (Years), Outstanding | 8 years 10 months 24 days | 7 years 6 months |
Weighted Average Remaining Life (Years), Granted | 9 years 9 months 25 days | |
Options, Expired | (36) | 0 |
Weighted Average Exercise Price per Share, Exercised | $ 39.2 | |
Weighted Average Remaining Life (Years), Expired | 1 month 28 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants, Granted | 0 | 0 |
Warrants, Canceled | 738,000 | 0 |
Private Investors [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants, Outstanding, Balance | 8,633,229 | 78,252 |
Warrants, Granted | ||
Warrants, Exercised | (738,000) | |
Warrants, Canceled | ||
Warrants, Outstanding, Balance | 7,895,229 | 78,252 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Aug. 30, 2023 | Jul. 05, 2023 | Feb. 16, 2023 | Feb. 08, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, per share | $ 0.001 | $ 0.001 | |||||
Reverse stock split | 1-for-20 Reverse Stock Split | ||||||
Fractional shares | 15,726 | ||||||
Wainwright [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 218,023 | 218,023 | |||||
Class of warrant or right expire date | Mar. 01, 2029 | Mar. 01, 2029 | |||||
Share price | $ 2.15 | $ 2.15 | |||||
Private Placement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new share issued | 8,540,931 | ||||||
Proceeds from issuance of private placement | $ 4,215,000 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Fractional shares | 46 | 15,726 | |||||
Warrants issued to purchase common stock | 2,906,977 | ||||||
Class of warrant or right exercise price | $ 0.0001 | ||||||
Number of options, exercised | 5,459 | ||||||
Common Stock [Member] | Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new share issued | 180,000 | ||||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, granted | 0 | 0 | |||||
Warrants, exercised | 738,000 | 0 | |||||
Warrant [Member] | Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 2,726,977 | ||||||
Class of warrant or right exercise price | $ 0.0001 | ||||||
A-1 Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 2,906,977 | ||||||
Warrant exercise price | $ 1.47 | ||||||
A-1 Warrants [Member] | Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 2,906,977 | ||||||
Warrant exercise price | $ 1.47 | ||||||
Class of warrant or right expire date | Mar. 01, 2029 | ||||||
A-2 Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 2,906,977 | ||||||
Warrant exercise price | $ 1.47 | ||||||
A-2 Warrants [Member] | Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued to purchase common stock | 2,906,977 | ||||||
Class of warrant or right exercise price | $ 1.72 | ||||||
Warrant exercise price | $ 1.47 | ||||||
Class of warrant or right expire date | Oct. 01, 2024 | ||||||
Shares issued, price per share | $ 1.7199 | ||||||
Employee Options [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of options, exercised | 5,459 | ||||||
Number of employee options forfeited | 90,000 | 0 | |||||
Number of employee options expired | 36 | 0 | |||||
Stock-based compensation expense | $ 107,000 | $ 67,000 |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive loss per share | 8,097,879 | 220,412 |
Stock Options Employee And Non Employee [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive loss per share | 202,650 | 142,160 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive loss per share | 7,895,229 | 78,252 |
SUMMARY OF REVENUE WITHIN GEOGR
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | $ 921,000 | $ 354,000 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | 905,000,000 | 309,000,000 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | 19,000,000 | |
AUSTRALIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | 4,000,000 | 13,000,000 |
Asia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | 1,000,000 | |
Other Country [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues geographic areas | $ 12,000,000 | $ 12,000,000 |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 31% | |
Two Customers [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 87% |
SCHEDULE OF LIABILITIES ARISING
SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 31 |
2025 | 44 |
2026 | 45 |
Thereafter | 6 |
Total undiscounted operating lease payments | 126 |
Less: Imputed interest | 16 |
Present value of operating lease liabilities | $ 110 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted-average remaining lease term | 2 years 11 months 8 days | |
Weighted-average discount rate | 10% | |
Operating lease, expense | $ 6 | $ 18 |
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, 2024 $ / shares | Mar. 31, 2023 $ / shares |
Price at Valuation [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.02 | 0.04 |
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 | 4.20 | 3.55 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 6 years | 7 years |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 125.4 | 155.6 |
SCHEDULE OF CHANGES IN LEVEL 3
SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Fair value adjustments - Sanuwave warrants | $ 1,000 | $ 2,000 |
Derivative Asset [Member] | ||
Offsetting Assets [Line Items] | ||
Balance beginning | 1,000 | 3,000 |
Fair value adjustments - Sanuwave warrants | 1,000 | 2,000 |
Balance ending | $ 2,000 | $ 5,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Other assets | $ 2 | $ 1 |
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 | $ 2 | $ 1 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 09, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Fair value of warrants | $ 1,000 | $ 2,000 | |
Warrants leaving balance | $ 2,000 | ||
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 | |||
Mar. 15, 2022 | Feb. 26, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
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] | ||||
Damages awarded value | $ 2,000,000 | $ 2,000,000 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Legal fees paid | $ 0 | $ 76,034 |
Pierson Ferdinand [Member] | ||
Payments for fees | $ 6,917 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Apr. 10, 2024 $ / shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Bid price | $ 1 |