Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE NanoVibronix, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to amend its Annual Report on Form 10-Q for the quarterly period ended March 31, 2017, which was filed with the Securities and Exchange Commission, on May 15, 2017 (the “Original Filing”). The Company is filing this Amendment No. 1 to (i) amend the text of Exhibit 31.1 and Exhibit 31.2 and (ii) correct non-material typographical errors in our Consolidated Statements of Comprehensive Loss. Other than the revisions of the disclosures as discussed above and expressly set forth herein, this Amendment No. 1 speaks as of the filing date of the Original Filing and does not reflect any events that may have occurred subsequent to such date. | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | NanoVibronix, Inc. | |
Entity Central Index Key | 1,326,706 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NVBXU | |
Entity Common Stock, Shares Outstanding | 2,632,710 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 51 | $ 106 |
Trade receivables | 4 | 6 |
Prepaid expenses and other accounts receivable | 44 | 42 |
Inventories | 60 | 67 |
Total current assets | 159 | 221 |
NON-CURRENT ASSETS: | ||
Long-term prepaid expense | 5 | 5 |
Severance pay fund | 272 | 257 |
Property and equipment, net | 10 | 11 |
Total non- current assets | 287 | 273 |
Total assets | 446 | 494 |
CURRENT LIABILITIES: | ||
Trade payables | 123 | 82 |
Other accounts payable | 508 | 483 |
Total current liabilities | 631 | 565 |
LONG-TERM LIABILITIES: | ||
Convertible promissory notes | 134 | 0 |
Warrants to purchase Common stock | 2,114 | 2,079 |
Accrued severance pay | 370 | 349 |
Total long-term liabilities | 2,618 | 2,428 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
STOCKHOLDERS' DEFICIENCY: | ||
Stock capital -Common stock of $ 0.001 par value -Authorized: 24,000,000 shares at March 31, 2017 and December 31, 2016; Issued and outstanding: 2,632,710 and 2,632,710 shares at March 31, 2017 and December 31, 2016, respectively. | 2 | 2 |
Additional paid-in capital | 21,487 | 20,073 |
Accumulated deficit | (24,294) | (22,576) |
Total stockholders' deficiency | (2,803) | (2,499) |
Total liabilities and stockholders' deficiency | 446 | 494 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY: | ||
Series C Preferred stock of $ 0.001 par value -Authorized: 5,500,000 shares at March 31, 2017 and December 31, 2016; Issued and outstanding: 1,951,261 shares at March 31, 2017 and December 31, 2016, respectively. | 2 | 2 |
Total stockholders' deficiency | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 24,000,000 | 24,000,000 |
Common Stock, Shares, Issued | 2,632,710 | 2,632,710 |
Common Stock, Shares, Outstanding | 2,632,710 | 2,632,710 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 |
Preferred Stock, Shares Issued | 1,951,261 | 1,951,261 |
Preferred Stock, Shares Outstanding | 1,951,261 | 1,951,261 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 52 | $ 57 |
Cost of revenues | 16 | 27 |
Gross profit | 36 | 30 |
Operating expenses: | ||
Research and development | 150 | 114 |
Selling and marketing | 94 | 145 |
General and administrative | 593 | 245 |
Total operating expenses | 838 | 504 |
Operating loss | (802) | (474) |
Financial expense, net | 64 | 12 |
Loss before taxes on income | (866) | (486) |
Taxes on income | 11 | 9 |
Net loss | (877) | (495) |
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | 841 | 0 |
Total comprehensive loss attributable to holders of Common Stock | $ (1,718) | $ (495) |
Net Common stock and Preferred C stock basic and diluted loss per share (Note 8) | $ (0.37) | $ (0.11) |
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share (Note 8) | 4,583,971 | 4,572,452 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) $ in Thousands | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2015 | $ 2 | $ 2 | $ 19,521 | $ (19,734) | $ (209) | |
Balance (in shares) at Dec. 31, 2015 | 1,951,261 | 2,611,328 | ||||
Issuance of Common stocks upon exercise of options | $ 0 | [1] | 33 | 0 | 33 | |
Issuance of Common stocks upon exercise of options (in shares) | 0 | 12,382 | ||||
Issuance of Common stocks to consultant | $ 0 | [1] | 0 | 0 | 0 | |
Issuance of Common stocks to consultant (in shares) | 0 | 9,000 | ||||
Stock-based compensation related to options granted to employees | $ 0 | $ 0 | 459 | 0 | 459 | |
ASU 2016-09 adoption, Note 2t | 0 | 0 | 11 | (11) | 0 | |
Stock-based compensation related to restricted stocks granted to consultant | 0 | 0 | 49 | 0 | 49 | |
Total comprehensive loss | 0 | 0 | 0 | (2,831) | (2,831) | |
Balance at Dec. 31, 2016 | $ 2 | $ 2 | 20,073 | (22,576) | (2,499) | |
Balance (in shares) at Dec. 31, 2016 | 1,951,261 | 2,632,710 | ||||
Stock-based compensation related to options granted to employees | $ 0 | 351 | 0 | 351 | ||
Issuance of warrants to Common stock | 0 | 222 | 222 | |||
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | 841 | (841) | 0 | |||
Total comprehensive loss | 0 | $ 0 | 0 | (877) | (877) | |
Balance at Mar. 31, 2017 | $ 2 | $ 2 | $ 21,487 | $ (24,294) | $ (2,803) | |
Balance (in shares) at Mar. 31, 2017 | 1,951,261 | 2,632,710 | ||||
[1] | Represents an amount lower than $ 1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (877) | $ (495) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1 | 2 |
Stock-based compensation | 351 | 65 |
Benefit component of Promissory Notes | 5 | 0 |
Revaluation of warrants to purchase Common stock | 35 | 1 |
Decrease (increase) in trade receivables | 2 | (6) |
Decrease (increase) in prepaid expenses and other accounts receivable | (2) | 32 |
Decrease (increase) in inventories | 7 | (5) |
Increase (decrease) in trade payables | 42 | (15) |
Increase in other accounts payable | 23 | 47 |
Increase in accrued severance pay, net | 6 | 12 |
Accrued interest on Promissory Notes | 2 | 0 |
Net cash used in operating activities | (405) | (362) |
Cash flows from investment activities: | ||
Purchase of property and equipment | 0 | (7) |
Net cash used in investment activities | 0 | (7) |
Cash flows from financing activities: | ||
Proceeds from issuance of Convertible Promissory Note and warrants | 350 | 0 |
Proceeds from exercise of options | 0 | 33 |
Net cash provided by financing activities | 350 | 33 |
Decrease in cash and cash equivalents | (55) | (336) |
Cash and cash equivalents at the beginning of the period | 106 | 1,614 |
Cash and cash equivalents at the end of the period | $ 51 | $ 1,278 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1:- GENERAL a. NanoVibronix, Inc. ("the Company"), a U.S. (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. b. 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. The Company has incurred losses in the amount of $877 during the three month period ended March 31, 2017, has an accumulated deficit of $23,453 as of March 31, 2017 and accumulated negative cash flow from operating activities in the amount of $405. The Company expects to continue incurring losses and negative flows from operations. As a result, the Company will not have sufficient resources to fund its operations for the next twelve months. These conditions raise substantial doubts about the Company’s ability to continue as a going concern. During the next twelve months management expects that 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 its products do not reach commercial profitability. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it will need to reduce activities, curtail or cease operations. The financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016, as found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2017. The balance sheet for December 31, 2016 was derived from the Company’s audited financial statements for the year ended December 31, 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year. c. On February 9, 2015, the Company filed a Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, to register its Common stock under Section 12(g) of that act. The Form 10 was effective on April 10, 2015. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2016 are applied consistently in these financial statements. |
UNAUDITED INTERIM FINANCIAL STA
UNAUDITED INTERIM FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Financial Statements [Text Block] | UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements as of March 31, 2017 have been prepared in accordance with the U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2017 and the Company’s consolidated results of operation and the consolidated cash flows for the three months ended March 31, 2017. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | NOTE 4:- FAIR VALUE MEASUREMENTS ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During February 2013, the Company signed a convertible Promissory Notes agreement (the “Agreement”) pursuant to which the Company issued secured convertible Promissory Notes (the “Notes”) to certain investors on February 5, 2013. On each of March 28, 2013, June 3, 2013, August 5, 2013, October 7, 2013, December 9, 2013, February 6, 2014, April 1, 2014, May 15, 2014, June 16, 2014, August 7, 2014, September 7, 2014, October 13, 2014, November 19, 2014 and December 11, 2014, the Agreement and the Notes were amended and restated to increase the principal amount by $ 100 37,594 100 2.66 In April 2015, the holders of the Notes elected to convert the outstanding principal and interest thereunder into shares of the Company’s series C preferred stock. On that date, an aggregate principal balance of $ 1,500 106 603,769 The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in fair value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense. March 31, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 49.1%-64.74% 63.2%-67.1% Risk-free interest (3) 1.00%-1.43% 0.77%-0.88% Expected term (years) (4) 0.9-2.7 1.7-3.6 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants 35 Balance at March 31, 2017 $ 2,114 Effective as of January 27, 2017, the Company entered into amendments to its two-year warrants (the “Warrant Amendment”) to purchase an aggregate of 420,000 3.00 420,000 6.00 266,667 3.00 266,667 6.00 January 29, 2019 140,000 3.00 140,000 6.00 February 10, 2019 13,333 3.00 13,333 6.00 February 23, 2019 840,000 841 In March 2017, the Company completed a bridge financing, pursuant to which the Company received from four investors $ 350 350 140,000 5.90 March 31, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. In addition, the Company’s financial instruments also include cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, trade payables and other accounts payable. The fair value of these financial instruments was not materially different from their carrying values as of March 31, 2017 due to the short-term maturities of such instruments. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | CONVERTIBLE PROMISSORY NOTES On March 1 and March 23, 2017, the Company completed bridge financings, pursuant to which the Company received from four accredited investors an aggregate of $ 350 350 140,000 5.90 The principal amount and all accrued but unpaid interest on the 2017 Notes will become due and payable on the date (the “Maturity Date”) that is the earlier of the (i) 5-year anniversary of the date of issuance, or (ii) the date the Company completes an equity financing pursuant to which the Company issues and sells shares of capital stock resulting in aggregate proceeds of at least $ 2,000 6 at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s capital stock. As a result of issuing the warrants and as a result of the discount on the conversion price of the 2017 Notes, the Company recorded in the quarter ended March 31, 2017 a benefit component in the amount of $ 222 |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6:- STOCKHOLDERS’ DEFICIENCY Stock based compensation During the three-month period ended March 31, 2017 and 2016, the Company recorded share based compensation in a total amount of $ 351 65 In connection with the resignation of a director from our board of directors, on March 30, 2017, we amended the option agreement, dated March 25, 2015, we entered into an agreement with the resigned director for the grant of an option to purchase 30,000 2.57 40,000 5.35 98 As of March 31, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 865 3.4 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES The Company leases office facilities and motor vehicles under operating leases, which expire on various dates, the latest of which is July 31, 2017. Nine months ending December 31, Operating leases 2017 $ 9 Total $ 9 The Company leases motor vehicles under cancelable lease agreements. The Company has an option to be released from this lease agreement, which may result in penalties in a maximum amount of approximately $ 5 Rent and related expenses were $ 6 8 Motor vehicle leases and related expenses were $ 5 8 b. Royalties to the Office of the Chief Scientist ("the OCS"): Under the Company's subsidiary research and development agreements with the OCS and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3 3.5 As of March 31, 2017, there are no sales from the funded project and 492 |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 8:- LOSS PER SHARE All outstanding share options and warrants for the three months ended March 31, 2017 and 2016 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all periods presented. Retrospective adjustment of net loss per share information The Company has shares of Series C Preferred Stock outstanding which were issued in early 2015. The specific terms and conditions of the Series C Preferred Shares are disclosed in Note 10 to the Company’s December 31, 2015 audited consolidated financial statements which should be read along with these unaudited interim consolidated financial statements. When preparing its consolidated financial statements for the year ended December 31, 2015, its interim consolidated financial statements for the respective quarters and year to date periods contained during 2015, and also the interim consolidated financial statements for the quarter ended March 31, 2016, the Company considered these convertible security to be a common stock equivalents but excluded them from its dilutive earnings (loss) per share computation as it concluded that the securities would be anti-dilutive in nature if or when converted. However, upon further analysis and when preparing it interim consolidated financial statements for the second quarter of 2016, the Company has concluded that these securities participate equally with common shares in the profits, losses and liquidation values of the Company, and while limited in voting they can be readily converted into voting common shares at any time. The Company has concluded that they are participating securities that should have been included as a component of both basic and dilutive earnings (loss) per share for all periods previously presented. Quarter Quarter Six months Quarter Nine months Quarter ended ended ended ended ended Year ended ended March 31, June 30, June 30, September September December March 31, 2015 2015 2015 30, 2015 30, 2015 31, 2015 2016 Net loss 630 434 1,064 1,039 2,103 2,884 495 Weighted average common shares as previously reported 281,543 2,388,220 1,336,085 2,611,328 1,767,417 1,978,395 2,621,191 Weighted average Series C Preferred shares outstanding 460,127 1,839,468 1,151,216 1,951,261 1,421,819 1,557,953 1,951,261 Basic and dilutive weighted average shares outstanding, as adjusted 741,670 4,227,688 2,487,301 4,562,589 3,189,236 3,536,348 4,572,452 Basic and dilutive loss per share, as adjusted (0.85) (0.10) (0.43) (0.23) (0.66) (0.82) (0.11) The Company has retrospectively adjusted for the foregoing matter in the accompanying interim consolidated financial statements for the three months ended March 31, 2016. |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 9:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment, and derives revenues from selling its products directly to patients as well as through distributor agreements. Three months ended March 31, 2017 2016 United States $ 20 $ 19 Europe 16 21 Israel - 1 India 3 6 Rest of the world 12 10 $ 51 $ 57 During the three month period ended March 31, 2017 and 2016, revenues from distributors accounted 35 40 The Company's long-lived assets are all located in Israel. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10:- SUBSEQUENT EVENTS The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its interim consolidated financial statements as of March 31, 2017 (unaudited) and for the three months period then ended (unaudited), the Company evaluated subsequent events through May 15, 2017 the date that the consolidated financial statements were issued. In May 2017, the Company completed an additional bridge financing, pursuant to which the Company received from two investors $ 130 130 52,000 5.90 . The material terms of the notes and the warrants issued in the additional bridge financing are identical to the material terms of the notes and the warrants issued in the bridge financings closed in March 2016. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair value measurement using significant unobservable inputs (Level 3): Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants 35 Balance at March 31, 2017 $ 2,114 |
Amended Warrant [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | March 31, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. |
Warrant [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | March 31, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 49.1%-64.74% 63.2%-67.1% Risk-free interest (3) 1.00%-1.43% 0.77%-0.88% Expected term (years) (4) 0.9-2.7 1.7-3.6 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. (3) Risk-free interest was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. |
COMMITMENTS AND CONTINGENT LI18
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Future minimum lease commitments under non-cancelable operating lease agreements as of March 31, 2017 are as follows: Nine months ending December 31, Operating leases 2017 $ 9 Total $ 9 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Adjusted figures are presented below to reflect this revised conclusion. Quarter Quarter Six months Quarter Nine months Quarter ended ended ended ended ended Year ended ended March 31, June 30, June 30, September September December March 31, 2015 2015 2015 30, 2015 30, 2015 31, 2015 2016 Net loss 630 434 1,064 1,039 2,103 2,884 495 Weighted average common shares as previously reported 281,543 2,388,220 1,336,085 2,611,328 1,767,417 1,978,395 2,621,191 Weighted average Series C Preferred shares outstanding 460,127 1,839,468 1,151,216 1,951,261 1,421,819 1,557,953 1,951,261 Basic and dilutive weighted average shares outstanding, as adjusted 741,670 4,227,688 2,487,301 4,562,589 3,189,236 3,536,348 4,572,452 Basic and dilutive loss per share, as adjusted (0.85) (0.10) (0.43) (0.23) (0.66) (0.82) (0.11) |
GEOGRAPHIC INFORMATION AND MA20
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | The following is a summary of revenues within geographic areas: Three months ended March 31, 2017 2016 United States $ 20 $ 19 Europe 16 21 Israel - 1 India 3 6 Rest of the world 12 10 $ 51 $ 57 |
GENERAL (Details Textual)
GENERAL (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ 877 | $ 495 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (405) | $ (362) | |
Retained Earnings (Accumulated Deficit) | $ (24,294) | $ (22,576) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Warrant [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Dividend yield | [1] | 0.00% | 0.00% |
Warrant [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 49.10% | 63.20% |
Risk-free interest | [3] | 1.00% | 0.77% |
Expected term (years) | [4] | 10 months 24 days | 1 year 8 months 12 days |
Warrant [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 64.74% | 67.10% |
Risk-free interest | [3] | 1.43% | 0.88% |
Expected term (years) | [4] | 2 years 8 months 12 days | 3 years 7 months 6 days |
Amended Warrant [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Dividend yield | [1] | 0.00% | |
Expected term (years) | [4] | 7 years | |
Amended Warrant [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 65.16% | |
Risk-free interest | [3] | 2.23% | |
Amended Warrant [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 65.80% | |
Risk-free interest | [3] | 2.27% | |
[1] | Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. | ||
[2] | Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants. | ||
[3] | Risk-free interest - was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. | ||
[4] | Expected term - was based on the maturity date of the warrants. |
FAIR VALUE MEASUREMENTS (Deta23
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of warrants | $ (35) | $ (1) |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at January 1, 2017 | 2,079 | |
Change in fair value of warrants | 35 | |
Balance at March 31, 2017 | $ 2,114 |
FAIR VALUE MEASUREMENTS (Deta24
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 13 Months Ended | 23 Months Ended | ||||
Mar. 23, 2017 | Feb. 28, 2017 | Apr. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2014 | Feb. 28, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | 140,000 | 37,594 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | $ 5.90 | $ 2.66 | |||||
Proceeds From Issuance Of Warrants And Notes | $ 100 | $ 100 | ||||||
Preferred Stock Dividends and Other Adjustments | $ 841 | $ 0 | ||||||
Warrants Expiration Period Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Warrants Expiration Period | Feb. 10, 2019 | |||||||
Warrants Expiration Period One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Warrants Expiration Period | Jan. 29, 2019 | |||||||
Warrants Expiration Period Three [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Warrants Expiration Period | Feb. 23, 2019 | |||||||
Warrant Amendment [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 840,000 | |||||||
Series C Preferred Stock [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 603,769 | |||||||
Debt Instrument, Annual Principal Payment | $ 1,500 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 106 | |||||||
Bridge Loan [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Proceeds from Short-term Debt | $ 350 | $ 350 | ||||||
Convertible Promissory Note Agreement [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Proceeds from Short-term Debt | $ 350 | |||||||
Exercise Price One [Member] | Warrants Expiration Period Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||
Exercise Price One [Member] | Warrants Expiration Period One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,667 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||
Exercise Price One [Member] | Warrants Expiration Period Three [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,333 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||
Exercise Price One [Member] | Amendment 1 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||
Exercise Price Two [Member] | Warrants Expiration Period Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||||
Exercise Price Two [Member] | Warrants Expiration Period One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,667 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||||
Exercise Price Two [Member] | Warrants Expiration Period Three [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,333 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||||
Exercise Price Two [Member] | Amendment 2 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 23, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 28, 2013 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | 140,000 | 37,594 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | $ 5.90 | $ 2.66 | |
Proceeds from Issuance or Sale of Equity | $ 350 | $ 0 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
Debt Instrument, Convertible, Terms of Conversion Feature | at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Companys capital stock. | |||
Convertible Promissory Notes [Member] | ||||
Debt Instrument Benefit Component | 222 | |||
Debt Instrument, Face Amount | $ 350 | |||
Minimum [Member] | ||||
Proceeds from Issuance or Sale of Equity | 2,000 | |||
Bridge Loan [Member] | ||||
Proceeds from Short-term Debt | $ 350 | $ 350 |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Class of Stock [Line Items] | |||
Share-based Compensation | $ 351 | $ 65 | |
Employee Stock Option [Member] | |||
Class of Stock [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 865 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 4 months 24 days | ||
Employee Stock Option [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Share-based Compensation | $ 98 | ||
March Twenty Five Two Thousand Fifteen [Member] | Employee Stock Option [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.57 | ||
July Eighteen Two Thousand Sixteen [Member] | Employee Stock Option [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.35 |
COMMITMENTS AND CONTINGENT LI27
COMMITMENTS AND CONTINGENT LIABILITIES (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Quarter Ended Maturity [Abstract] | |
2,017 | $ 9 |
Total | $ 9 |
COMMITMENTS AND CONTINGENT LI28
COMMITMENTS AND CONTINGENT LIABILITIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Leased Assets [Line Items] | ||
Contingent Obligation to Royalty | $ 492 | |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Percentage of Royalty on sales | 3.00% | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Percentage of Royalty on sales | 3.50% | |
Vehicles [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | $ 5 | $ 8 |
Penalties For Cancellation Of Operating Lease Agreements | 5 | |
Office Equipment [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | $ 6 | $ 8 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Net loss | $ 495 | $ 1,039 | $ 434 | $ 630 | $ 1,064 | $ 2,103 | $ 2,884 | |
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 4,583,971 | 4,572,452 | 4,562,589 | 4,227,688 | 741,670 | 2,487,301 | 3,189,236 | 3,536,348 |
Basic and dilutive loss per share, as adjusted | $ (0.37) | $ (0.11) | $ (0.23) | $ (0.10) | $ (0.85) | $ (0.43) | $ (0.66) | $ (0.82) |
Scenario, Adjustment [Member] | ||||||||
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 1,951,261 | 1,951,261 | 1,839,468 | 460,127 | 1,151,216 | 1,421,819 | 1,557,953 | |
Scenario, Previously Reported [Member] | ||||||||
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 2,621,191 | 2,611,328 | 2,388,220 | 281,543 | 1,336,085 | 1,767,417 | 1,978,395 |
GEOGRAPHIC INFORMATION AND MA30
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 52 | $ 57 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 20 | 19 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 16 | 21 |
Israel | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 0 | 1 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 3 | 6 |
Rest of World [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 12 | $ 10 |
GEOGRAPHIC INFORMATION AND MA31
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Textual) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration Risk, Percentage | 35.00% | 40.00% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2017 | Mar. 23, 2017 | Mar. 31, 2017 | Feb. 28, 2013 | |
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | 140,000 | 37,594 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | $ 5.90 | $ 2.66 | |
Convertible Promissory Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 350,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 52,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | |||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | $ 130 | |||
Bridge Loan [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Short-term Debt | $ 350,000 | $ 350,000 | ||
Bridge Loan [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Short-term Debt | $ 130 |