Innoveren Scientific (IVRN) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 13, 2016
Document And Entity Information
Entity Registrant Name	MEDOVEX CORP.
Entity Central Index Key	1,591,165
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,316,764
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 471,224	$ 1,570,167
Accounts receivable, Net	0	33,045
Prepaid expenses	155,622	169,839
Inventory	1,878	1,878
Total Current Assets	628,724	1,774,929
Property and Equipment, Net	26,023	24,838
Deposits	2,751	2,751
Developed Technology, Net	2,571,429	2,678,571
Trademark, Net	560,000	595,000
Goodwill	6,455,645	6,455,645
Total Assets	10,244,572	11,531,734
Current Liabilities
Accounts payable	210,812	278,309
Accrued liabilities	149,072	100,317
Interest payable	69,222	76,712
Notes payable	109,269	134,540
Total Current Liabilities	538,375	589,878
Long-Term Liabilities
Convertible debt	0	753,914
Notes Payable	149,748	164,726
Deferred Rent	786	491
Total Long-Term Liabilities	150,534	919,131
Total Liabilities	688,909	1,509,009
Stockholders' Equity
Preferred stock - $.001 par value: 500,000 shares authorized, no shares outstanding	0	0
Common stock - $.001 par value: 49,500,000 shares authorized, 11,808,216 and 11,256,175 shares issued at March 31, 2016 and December 31, 2015, respectively, 11,606,593 and 11,048,203 shares outstanding at March 31, 2016 (unaudited) and December 31, 2015, respectively	11,808	11,256
Additional paid-in capital	21,524,583	20,164,911
Due from Stockholder	(15,000)	(20,000)
Accumulated deficit	(11,965,728)	(10,133,442)
Total Stockholders' Equity	9,555,663	10,022,725
Total Liabilities and Stockholders' Equity	$ 10,244,572	$ 11,531,734

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Stockholders' Equity
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	49,500,000	49,500,000
Common stock, shares issued	11,808,216	11,256,175
Common stock, shares outstanding	11,606,593	11,048,203

UNAUDITED CONSOLIDATED STATEMEN

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Unaudited Consolidated Statements Of Operations
Revenues	$ 0	$ 0
Operating Expenses
General and administrative	1,130,711	1,149,723
Sales and marketing	21,272	0
Research and development	189,283	304,719
Depreciation and amortization	144,170	0
Total Operating Expenses	1,485,436	1,454,442
Operating Loss	(1,485,436)	(1,454,442)
Other Expenses
Interest Expense	346,850	0
Total Other Expenses	346,850	0
Net Loss	$ (1,832,286)	$ (1,454,442)
Basic and diluted net loss per common share	$ (.16)	$ (0.16)
Basic and diluted weighted average common shares outstanding	11,624,202	9,381,175

UNAUDITED CONSOLIDATED STATEME5

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2016 - USD ($)	Common Stock	Additional Paid-In Capital	Due From Stockholder	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2015	11,256,175
Beginning Balance, Amount at Dec. 31, 2015	$ 11,256	$ 20,164,911	$ (20,000)	$ (10,133,442)	$ 10,022,725
Conversion of promissory note on January 25, 2016, Shares	552,041
Conversion of promissory note on January 25, 2016, Amount	$ 552	1,071,961			1,072,513
Warrant price modification on January 25, 2016		18,050			18,050
Warrant price modification on February 16, 2016		7,670			7,670
Repayment of due from stockholder through forgone director fees			5,000		5,000
Stock based compensation		261,991			261,991
Net loss				(1,832,286)	(1,832,286)
Ending Balance, Shares at Mar. 31, 2016	11,808,216
Ending Balance, Amount at Mar. 31, 2016	$ 11,808	$ 21,524,583	$ (15,000)	$ (11,965,728)	$ 9,555,663

UNAUDITED CONSOLIDATED STATEME6

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities
Net loss	$ (1,832,286)	$ (1,454,442)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,028	1,485
Amortization of intangibles	142,142	0
Amortization of debt discount	246,086	0
Debt conversion expense	68,694	0
Stock based compensation	261,991	47,377
Straight-line rent adjustment	295	0
Non-cash directors fees	5,000	0
Adjustment of fair value of warrant modification	25,720	0
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable	33,045	0
Prepaid expenses	14,217	34,133
Accounts payable	(67,497)	118,655
Interest payable	(3,671)	0
Accrued liabilities	48,755	13,691
Net Cash Used in Operating Activities	(1,055,481)	(1,239,101)
Cash Flows from Investing Activities
Acquisition of Streamline, Inc., net of cash received	0	(1,496,478)
Expenditures for property and equipment	(3,213)	(4,022)
Net Cash Used in Investing Activities	(3,213)	(1,500,500)
Cash Flows from Financing Activities
Principal payments under note payable obligation	(40,249)	0
Proceeds from issuance of common stock from underwriters' overallotment	0	1,084,136
Net Cash (Used in) Provided by Financing Activities	(40,249)	1,084,136
Net Decrease in Cash	(1,098,943)	(1,655,465)
Cash - Beginning of period	1,570,167	6,684,576
Cash - End of period	471,224	5,029,111
Non-cash investing and financing activities
Issuance of common stock for acquisition of Streamline	0	8,437,500
Repayment of due from stockholder through forgone director fees	5,000	0
Conversion of note and accrued interest to common stock	1,072,513	0
Non-cash investing and financing activities	$ 1,077,513	$ 8,437,500

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	Description of Business MedoveX Corp. (the “Company” or “MedoveX”), was incorporated in Nevada on July 30, 2013 as SpineZ Corp. (“SpineZ”) and changed its name to MedoveX Corp. on March 20, 2014. MedoveX is the parent company of Debride Inc. (“Debride”), which was incorporated under the laws of the State of Florida on October 1, 2012. On March 9, 2015, the Board of Directors of MedoveX and Streamline, Inc., a Minnesota corporation (“Streamline”), approved an Agreement and Plan of Merger (the “Merger Agreement”). On March 24, 2015, Streamline shareholders approved the Merger Agreement and the transaction closed immediately thereafter. Under the Merger Agreement, STML Merger Sub, Inc. a wholly-owned subsidiary of MedoveX, merged with Streamline, and thus Streamline became a wholly-owned subsidiary of MedoveX. Streamline is in the business of designing, developing, manufacturing and marketing 510(k) and 510(k) exempt products for use in the medical field.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation and Principles of Consolidation These consolidated financial statements include the accounts of MedoveX Corp. and its wholly-owned subsidiary, Streamline. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited interim results The accompanying consolidated balance sheet as of March 31, 2016, consolidated statements of operations for the three months ended March 31, 2016 and 2015, statement of changes in stockholders’ equity for the three months ended March 31, 2016 and the statements of cash flows for the three months ended March 31, 2016 and 2015 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2016 and results of operations and cash flows for the three months ended March 31, 2016 and 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three month periods are unaudited. The results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. Use of Estimates In preparing the financial statements, generally accepted accounting principles in the United States (U.S. GAAP) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include the fair value, useful life and carrying amount of its patented technology, the deferred income tax asset and the related valuation allowance, and the fair value of its share based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at March 31, 2016 and December 31, 2015 consists of funds deposited in checking accounts with commercial banks. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain bank account balances in excess of FDIC insured limits. At December 31, 2015 and March 31, 2016, the Company had cash deposits that exceeded federally insured deposit limits. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits. Accounts Receivable & Allowance for Doubtful Accounts Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. This allowance is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the customer base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a customer’s ability to pay. Accounts receivable over 60 days past due are considered past due. The Company does not accrue interest on past due accounts receivable. Receivables are written off only after all collection attempts have failed and are based on individual credit evaluation and the specific circumstances of the customer. The Company did not have any bad debt expense for the three months ended March 31, 2016 and 2015. Inventory Inventory consists of a finished goods unit of the Streamline IV Suspension System (IV Poles). Inventory is valued at the lower of cost or market, using the first–in, first-out (FIFO) method. The Company does not believe any inventory reserve is required as of March 31, 2016. Goodwill And Purchased Intangible Assets Goodwill is reviewed for impairment annually on December 31st or more frequently if changes in circumstances or the occurrence of events suggest impairment exists using a two-step process. In step 1, the fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the Company would then complete step 2 in order to measure the impairment loss. In step 2, the Company would calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company would recognize an impairment loss, in the period identified, equal to the difference. Other intangible assets consist of developed technology and a trademark. The Company reviewed intangible assets for impairment as changes in circumstances or the occurrence of events suggested the remaining value was not recoverable. Amortization on the intangibles is provided on a straight-line basis over the estimated useful lives of the assets as follows: Trademark 5 years Developed technology 7 years Fair Value Measurements We measure certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and • Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist us in determining fair value, as appropriate. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Leases The Company recognizes rent expense on a straight-line basis over the lease term. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the consolidated balance sheet. Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 605-10-S99, Revenue Recognition, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. The Company sells its products primarily through direct sales. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized. Research and Development Research and development costs are expensed as incurred. Advertising The Company expenses all advertising costs as incurred. For the three months ended March 31, 2016 and 2015, advertising costs were approximately $21,000 and $0, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the ASC 718, Stock Compensation. ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718, awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2015, and March 31, 2016 the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of March 31, 2016, the Company has not incurred any interest or penalties relating to uncertain tax positions. The Company’s evaluation was performed for the tax years ending December 31, 2015, 2014 and 2013, which remain subject to examination by major tax jurisdictions as of March 31, 2016. The Company does not have any tax years that are no longer subject to U.S. federal, state, and local, or non-US income tax examinations. Loss per Share Business combinations The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company is currently assessing the impact the adoption of ASU 2014-09 will have on its consolidated financial statements. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
PROPERTY AND EQUIPMENT	Property and equipment, net, consists of the following: Useful Life March 31, December 31, Furniture and fixtures 5 years $ 19,636 $ 18,385 Computers and software 3 years 18,237 16,275 37,873 34,660 Less accumulated depreciation (11,850 ) (9,822 ) Total $ 26,023 $ 24,838 Depreciation expense amounted to $2,028 and $1,485, for the three months ended March 31, 2016 and 2015, respectively.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
ACQUISITION	On March 25, 2015, the Company acquired Streamline Inc. pursuant to an Agreement and Plan of Merger dated March 9, 2015. As a result of this transaction, Streamline, Inc. is now a wholly owned subsidiary of the Company. Under the terms of the Agreement and Plan of Merger, the Company paid $1,397,466 cash and 1,875,000 shares of common stock. The Company incurred approximately $344,000 in acquisition related legal fees. Per the approved Agreement and Plan of Merger with Streamline, the Company was to issue an aggregate of 1,875,000 shares of MedoveX common stock upon receipt of a transmittal letter from each Streamline shareholder. As of March 31, 2016, the Company had received transmittal letters from Streamline shareholders representing 1,673,377 shares of MedoveX common stock. While the assumption is the remaining shareholders will return a letter, the agreement is structured such that if a shareholder does not return a letter, no shares are issued. Additionally, 200,000 shares of MedoveX common stock are being held in escrow until September 25, 2016 to secure Streamline’s indemnification obligations under the Merger Agreement. The terms of the Merger Agreement also require a commitment by MedoveX to supply a minimum of $750,000 in working capital to the Streamline subsidiary, to fund the operations and product development of the Company as needed. Of the $750,000 working capital commitment, approximately $129,000 and $11,000, has been funded for the three month periods ended March 31, 2016 and 2015, respectively. Of the $750,000 working capital commitment, approximately $641,000 has been funded through March 31, 2016. The closing price of the common stock on March 25, 2015 was $4.50 per share. Based on this price and cash consideration, the acquisition of Streamline was valued at $9,834,966. The following is a summary of the allocation of the fair value of Streamline. Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Developed technology 3,000,000 Trademark 700,000 Goodwill 6,455,645 Total assets acquired 10,402,862 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
EQUITY TRANSACTIONS	Public Placement On December 19, 2014, the Company completed its Initial Public Offering (“IPO”) of common stock by selling 1,391,305 units pursuant to SEC rule 424(b)(4). Each unit consists of one share of common stock and one warrant. The unit sold for $5.75, and the exercise price of the warrant is $6.90 per share. The units traded on the NASDAQ exchange under the ticker symbol MDVXU. On February 2, 2015, the unit ceased trading and the common stock (MDVX) and warrant (MDVXW) began trading separately. Net of transaction costs, the Company raised $6,731,783 in the IPO. On January 16, 2015, the underwriter exercised its entire 15% overallotment of shares, resulting in the issuance of an additional 208,695 shares of common stock and proceeds of $1,084,136, net of transaction costs. Stock-Based Compensation Plan 2013 Stock Option Incentive Plan On October 14, 2013, the MedoveX Corp. Board of Directors approved the MedoveX Corp. 2013 Stock Incentive Plan (the “Plan”). The Company may grant incentive stock options to employees and non-statutory stock options to employees, consultants, and directors for up to 1,150,000 shares of common stock. The stock options are exercisable at a price equal to the market value of the common stock on the date of the grant. The Plan gives full authority for granting options, determining the type of options granted, and determining the fair market value of the options to the Plan Administrator. The Company has the right, but not obligation, to repurchase any shares obtained through exercise of an option from terminated Plan participants. The Company has 90 days from the date of termination to exercise its repurchase right. The Company must pay the Fair Market Value (“FMV”) of the shares if the termination was for any reason other than for cause, or the option price (if less than FMV of the shares) if the termination is for cause. The FMV is determined by the Plan Administrator on the date of termination. On January 6, 2016, the Board of Directors authorized the Company to issue options to purchase an aggregate of 214,900 shares of common stock to certain employees and consultants. The stock options vest as follows: 25% on date of grant and 25% on each of the next three years after the grant date. The options issued are exercisable at a price of $0.95, which is equal to the market value of the common stock on the date of the grant. We utilize the Black-Scholes valuation method to recognize compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding. We use a simplified method provided in Securities and Exchange Commission release, Staff Accounting Bulletin No. 110, The significant assumptions used to estimate the fair value of the equity awards granted are; Grant date January 6 Weighted Fair value of options granted $ 0.67 Expected term (years) 6 Risk-free interest rate 1.82% Volatility 83% Dividend yield None For the three months ended March 31, 2016 and 2015, the Company recognized approximately $262,000 and $47,000, respectively, as compensation expense with respect to the stock options. Stock Option Activity The following is a summary of stock option activity at March 31, 2016: Shares Weighted Weighted Aggregate Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ — Granted 214,900 $ 0.95 9.8 $ — Exercised — — — $ — Cancelled — — — $ — Outstanding at 3/31/2016 594,900 $ 2.87 9.2 $ — Exercisable at 3/31/2016 209,975 $ 3.28 9.2 $ —

COMMITMENTS

COMMITMENTS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
COMMITMENTS	Operating Leases Office Space The Company pays TAG Aviation, a company owned by its Chief Executive Officer, Jarrett Gorlin (“Mr. Gorlin”) for office space that is currently being used as the Company’s principal business location plus utilities cost (see “Related Party Transactions”) on a monthly basis. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $7,500 and $7,900 for the three months ended March 31, 2016 and 2015, respectively. On July 8, 2015, the Company entered into a commercial building lease agreement with Sugar Oak Kimball Royal, LLC. The thirty-six month lease, having commenced on August 1, 2015, provides for the lease by the Company of approximately 2,358 square feet of space in Alpharetta, GA. Base annual rent is initially set at approximately $2,750 per month. Total lease expense for the three months ended March 31, 2016 was approximately $8,250 related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ended: December 31, 2016 $ 25,000 December 31, 2017 35,000 December 31, 2018 21,000 $ 81,000 Equipment The Company entered into a non-cancelable 36 month operating lease agreement for equipment on April 22, 2015. The agreement is renewable at the end of the term and requires the Company to maintain comprehensive liability insurance. Total lease expense for the three month period ended March 31, 2016 was approximately $700. Future minimum lease payments under this operating lease agreement are approximately as follows: : December 31, 2016 $ 2,000 December 31, 2017 2,600 December 31, 2018 800 $ 5,400 Purchase Orders For the three months ended March 31, 2016 and 2015, the Company had approximately $514,000 and $409,000 respectively, in outstanding purchase order obligations related to the build of the DenerveX device to Nortech and Bovie Inc. Consulting Agreements On December 2, 2013, the Company engaged one of its founding stockholders to provide business development consulting services over a one-year period at a fee of $10,000 per month. The agreement was subsequently extended and increased to $35,000 per month in 2015. Effective January 1, 2016, the fee was modified to $5,000 per month through June 2016. Either party can cancel this agreement upon 30 days’ written notice. On July 1, 2015, the Company engaged Dirk Kemmstedt to provide sales, marketing and distribution consulting services over a six-month period for $55,000. Effective January 1, 2016, this consulting agreement was modified to decrease the monthly Employment Agreements The Company entered into Employment Agreements with each of its four executive officers for aggregate compensation amounting to approximately $834,000 per annum, plus customary benefits. These employment agreements are for terms of three years and provide for the Company to pay six months of severance in the event of (i) the Company’s termination of an executive’s employment without cause, (ii) the resignation by an executive for good reason, (iii) a change in control of the Company, (iv) a material reduction in an executive’s duties, or (v) a requirement that an executive move their primary work location more than 50 miles. Co-Development Agreement In September 2013, the Company executed a Co-Development Agreement with James R. Andrews, M.D. (“Dr. Andrews”) to further evaluate, test and advise on the development of products incorporating the use of the patented technology. In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5 year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent. ComDel Manufacturing, Development and Services Contract On July 8, 2015, the Company entered into a manufacturing agreement with ComDel Innovation, Inc. (“ComDel”). The terms of the service contract state ComDel is to manufacture, assemble and test the Company’s Streamline IV Suspension System (IV Poles), the patented product acquired in the Streamline acquisition, and to develop future product line extensions of the IV Suspension System. Generator development agreement In November 2014, the Company executed an agreement with Bovie, Inc. to develop an electrocautery generator that would be used exclusively with the DenerveX System. The Company is obligated to reimburse Bovie up to $295,000 under this agreement for development of the generator. For the three months ended March 31, 2016 and 2015, the Company paid approximately $0 and $19,000, respectively, under this agreement.

LONG TERM LIABILITIES

LONG TERM LIABILITIES	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
LONG TERM LIABILITIES	Finance Agreement The Company entered into a commercial insurance premium finance and security agreement in December 2015. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $26,033 and carry an annual percentage interest rate of 4.65%. The Company had an outstanding balance of approximately $51,000 at March 31, 2016 related to the agreement. Promissory Notes In conjunction with the consummation of the Streamline acquisition on March 25, 2015, the Company assumed two promissory notes for approximately $135,000 and $125,000 to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund, both outside non-related parties. Payments on both of the notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Both of the notes have a maturity date of August 1, Expected future payments related to the promissory notes as of March 31, 2016, are approximately as follows: For the year ended 2016 $ 53,000 2017 68,000 2018 68,000 2019 19,000 $ 208,000 The Company paid interest expense related to the promissory notes for the three months ended March 31, 2016 in the amount of approximately $2,800. The Company did not pay any interest expense related to the promissory notes for the three months ended March 31, 2015. The Company had unpaid accrued interest in the amount of approximately $69,000 at March 31, 2016 and December 31, 2015 related to the promissory notes. Convertible Debt On November 9, 2015, the Company issued a convertible promissory note to Steve Gorlin, a director and the father of Jarrett Gorlin, the Company’s CEO, for the principal amount of up to $2,000,000. The loan principal was to be advanced in two installments of $1,000,000 each, the first installment being made upon execution of the promissory note and the second installment to be made by March 1, 2016. The Convertible Note provided that the principal and accrued but unpaid interest could be converted into common stock at $2 per share. The outstanding principal was to earn interest at a rate of 5.5% per annum and was to be paid quarterly. The Company also issued a 3 year warrant to Mr. Steve Gorlin to purchase 500,000 shares of common stock at $2.20 per share (see Note 8). On January 25, 2016, the Company entered into a modification agreement (the “Modification Agreement”) with Mr. Steve Gorlin. Mr. Gorlin agreed to immediately convert the promissory note into an aggregate of 571,429 shares of its Common Stock, eliminating the Company’s $1,000,000 debt obligation and any accrued interest in exchange for amending the conversion price of the promissory note from $2.00 per share to $1.75 per share. The closing price of the Common Stock was $1.32 on January 25, 2016. The fair value of the difference between the shares Mr. Gorlin received (552,041) and the shares he would have received under the original conversion terms (500,000) amounted to approximately $69,000, which has been recorded as additional interest expense. Additionally, Mr. Gorlin also agreed to acquire 571,429 additional shares of Common Stock at a price of $1.75 per share for a total purchase price of $1,000,000 within two months from the date of the agreement. The January 25, 2016 modification agreement also amended the exercise price of the warrant issued to Mr. Gorlin on November 9, 2015 from $2.20 per share to $2.00 per share (see note 8). On February 16, 2016, the Company and Steve Gorlin entered into an Amendment to the Modification Agreement in order to reduce the amount of shares of Common Stock that Mr. Gorlin was to receive upon the conversion of the $1,000,000 promissory note from 571,429 ($1.75 per share) shares to 552,041 ($1.81 per share) shares. In consideration for reducing the amount of shares of common stock that he was to receive, the Company agreed to reduce the exercise price of Steven Gorlin’s 500,000 share warrant from $2.00 per share to $1.825 per share (see Note 8). This amendment to the Modification Agreement was made to address certain concerns of the NASDAQ. On March 15 th The Company originally recorded both the convertible debt and the accompanying warrant on a relative fair value basis of approximately $715,000 and $285,000, respectively. The closing price of the Company’s stock on the day prior to issuing the convertible debt was $1.75 per share. See Note 8 for the inputs used to value the warrant as of the respective issue date. Steve Gorlin was also granted piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Note and upon exercise of the warrants.

COMMON STOCK WARRANT

COMMON STOCK WARRANT	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
COMMON STOCK WARRANT	As described in Note 7, on November 9, 2015, the Company issued a warrant to Steve Gorlin to purchase 500,000 shares of common stock at an exercise price of $2.20 as additional incentive for making the loan. The warrant is exercisable for up to three years from the date of issuance. The fair value of the warrant at the date of issuance was determined to be approximately $398,000 using the Black-Scholes-Merton valuation technique and, based on the relative fair value of both the convertible debt and the warrant, was recorded at approximately $715,000 and $285,000, respectively. Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of the warrant are designated as Level 1 since all of the significant inputs were observable, and quoted prices were available for the four comparative companies in an active market. The inputs used to value the warrant as of the respective issue date are as follows: · The market price of the Company’s stock on November 9, 2015 of $1.71 · Exercise price of the warrant: $2.20 · Life of the warrant: 3 years · Risk free return rate: 1.27% · Annualized volatility rate of four comparative companies: 81% As more fully described in Note 7, the Company entered into two modification agreements with Steve Gorlin related to the convertible debt. Both of the medication agreements amended the exercise price of the warrant issued to Mr. Gorlin. For both modifications, the Company calculated the fair value of the warrants immediately before and after the modification and recorded the difference as an increase to additional paid in capital and interest expense. The inputs used to value the warrants as of the January 25, 2016 modification dates are as follows: · The market price of the Company’s stock of $1.32 · Life of warrant: 3 years · Risk free return rate: 1.11% · Annualized volatility rate of four comparative companies: 99.66% The inputs used to value the warrants as of the February 16, 2016 modification dates are as follows: · The market price of the Company’s stock of $1.43 · Life of warrant: 3 years · Risk free return rate: 0.93% · Annualized volatility rate of four comparative companies: 100.34% The Company recognized approximately $26,000 in expenses related to the changes in the fair value of the warrant for the three months ended March 31, 2016. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2016
Intangible Assets
INTANGIBLE ASSETS	Intangible assets are summarized as follows: March 31, 2016 December 31, 2015 Amortized Amortization Lives Cost Cost Developed Technology 7 $ 3,000,000 $ 3,000,000 Trademark 5 700,000 700,000 Total 3,700,000 3,700,000 Less Accumulated Amortization (568,572 ) (426,429 ) Net 3,131,428 3,273,571 Non Amortized Goodwill 6,455,645 6,455,645 Total $ 9,587,073 $ 9,729,216 Amortization expense related to intangible assets for the three months ended March 31, 2016 and 2015 was $142,143 and $0, respectively. Expected future amortization of intangible assets as of March 31, 2016, is as follows: Year ending December 31, Estimated Amortization Expense 2016 $ 427,000 2017 569,000 2018 569,000 2019 569,000 2020 464,000 Thereafter 534,000 $ 3,132,000

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
INCOME TAXES	For the period from February 1, 2013 (inception) to March 31, 2016, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses, which principally consist of start-up costs deferred for income tax purposes, is fully reserved as of December 31, 2015 and March 31, 2016, since it is currently more likely than not that the benefit will not be realized in future periods. The Company is required to file federal income tax returns and state income tax returns in the states of Florida, Georgia and Minnesota. There are no uncertain tax positions at December 31, 2015 or March 31, 2016. The Company has not undergone any tax examinations since inception.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
RELATED-PARTY TRANSACTIONS	Aviation Expense Periodically the Company may charter general aviation aircraft from TAG Aviation LLC (“TAG”), a company owned by Mr. Jarrett Gorlin. The Company believes that such aircraft charter is on terms no less favorable then it would receive from a third party. No general aviation expenses were paid to TAG for the three months ended March 31, 2016, and March 31, 2015. Operating Lease As described in Note 6, the Company pays TAG Aviation LLC, (“TAG”), a company owned by Mr. Gorlin, for month to month rental of office space at Dekalb-Peachtree Airport in Atlanta Georgia plus cost of utilities. Rent payments under this arrangement are $1,800 per month. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $7,500 and $7,900 for the three months ended March 31, 2016 and 2015, respectively. Consulting Expense On December 2, 2013, the Company engaged a founding stockholder who owns 375,000 shares of its common stock to provide the Company with business development advisory services. Fees under this arrangement included a $45,000 up-front payment that was non-refundable and $10,000 per month for each month of services provided to the Company under this arrangement. On January 1, 2015, this consulting agreement was modified to increase the monthly compensation to $35,000 through December 2015. Effective January 1, 2016, the fee was modified again to $5,000 per month through June 2016. Either party can cancel this agreement upon 30 days’ written notice. The Company paid $15,000 and $105,000, respectively, for the three months ended March 31, 2016 and 2015, under this new arrangement. Convertible Debt As more fully described in Note 7, on November 9, 2015, the Company issued a convertible promissory note to Steve Gorlin, a related party, for the principal amount of up to $2,000,000.

RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
RESEARCH AND DEVELOPMENT	In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce approximately 1,200 DenerveX devices from the prototype supplied by Devicix for use in final development and testing. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014. The Company paid approximately $29,000 and $87,000 to Nortech for the three months ended March 31, 2016 and 2015, respectively. Through March 31, 2016, we have paid approximately $318,000 to Nortech, of which approximately $9,000 was included in accounts payable as of March 31, 2016.

LIQUIDITY, GOING CONCERN AND MA

LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS	The Company incurred a net loss of approximately $1,832,000 and $1,454,000 for the three months ended March 31, 2016 and 2015, respectively. The Company will continue to incur losses until such time as it can bring a sufficient number of approved products to market and sell them with margins sufficient to offset expenses. To date, the Company’s sole source of funds has been from the issuance of debt and equity. In January 2015, the underwriter for the public offering exercised the overallotment of shares pursuant to the initial public offering, netting another $1,084,000. As discussed in Note 7, the Company issued a promissory note for up to $2,000,000 of convertible debt on November 9, 2015 to Steve Gorlin, a director and father of Jarrett Gorlin, the Company’s CEO. The Company received $970,000 in cash and the elimination of $30,000 of future directors’ fees upon execution of the agreement. A second installment of $1,000,000 is expected to be made by Mr. Steve Gorlin by November 1, 2016. As discussed in Note 14, in April 2016, a private placement of common stock raised approximately $1,167,000 in cash for the Company, net of fees. The Company is exploring additional fundraising options for the remainder of 2016. However, if the Company is unable to raise sufficient financing, it could be required to undertake initiatives to conserve its capital resources, including delaying or suspending the development of its technology. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
SUBSEQUENT EVENTS	In April 2016, the Company entered into a unit purchase agreement with selected accredited investors whereby the Company had the right to sell in a private placement a minimum of $1,000,000 and up to a maximum of $2,000,000 of units. Each unit had a purchase price of $100,000 and consisted of (i) 86,957 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $1.15 per share, and (ii) a warrant to purchase 43,478 shares of common stock. Each warrant has an initial exercise price of $1.30 per share and is exercisable six months following the date of issuance for a period of five (5) years from the date of issuance. At the initial closing, the Company issued to the Investors 1,002,195 shares of common stock and warrants to purchase 510,197 shares of common stock and received gross proceeds of $1,157,035. In connection with the initial closing of the offering, the Company paid the placement agent a cash fee of $138,845 and will issue five year warrants to purchase up to 150,487 shares to the placement agent with an exercise price of $1.30 per share. In addition, the Company reimbursed the placement agent for its expenses. At the final closing, the Company issued to the investors an additional 209,565 shares of common stock and warrants to purchase 104,782 shares of Common Stock and received gross proceeds of $240,999. In connection with the final closing of the offering, the Company paid the placement agent a cash fee of $28,920 and will issue five year warrants to purchase up to 20,956 shares to the placement agent with an exercise price of $1.30 per share. The final closing constituted the completion of the offering, which, in the aggregate, yielded $1,398,034 in gross proceeds to the Company and a total of 1,211,760 shares and warrants to purchase 605,880 shares to be issued to investors. The placement agent collected an aggregate of approximately $222,000 in total fees relating to the offering, and was also issued warrants to purchase an aggregate of 181,992 shares. In May 2016, the Board of Directors authorized Management to seek buyers for Streamline, Inc., the Company’s wholly owned subsidiary acquired in March 2016. The Company seeks additional funds to complete the development and launch of the Company’s primary product, the DenerveX device. Selling this business unit could raise the necessary funds in a non-dilutive manner to existing shareholders. The Company is presently carrying Streamline related debt of approximately $273,000, and approximately $9.600,000 in intangible assets related to developed technology, trademark, and goodwill. Streamline is immediately available for sale in its present condition.

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Summary Of Significant Accounting Policies Policies
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	These consolidated financial statements include the accounts of MedoveX Corp. and its wholly-owned subsidiary, Streamline. All intercompany accounts and transactions have been eliminated in consolidation.
UNAUDITED INTERIM RESULTS	The accompanying consolidated balance sheet as of March 31, 2016, consolidated statements of operations for the three months ended March 31, 2016 and 2015, statement of changes in stockholders’ equity for the three months ended March 31, 2016 and the statements of cash flows for the three months ended March 31, 2016 and 2015 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2016 and results of operations and cash flows for the three months ended March 31, 2016 and 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three month periods are unaudited. The results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.
USE OF ESTIMATES	In preparing the financial statements, generally accepted accounting principles in the United States (U.S. GAAP) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include the fair value, useful life and carrying amount of its patented technology, the deferred income tax asset and the related valuation allowance, and the fair value of its share based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates.
CASH	The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at March 31, 2016 and December 31, 2015 consists of funds deposited in checking accounts with commercial banks.
CONCENTRATION OF CREDIT RISK	Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain bank account balances in excess of FDIC insured limits. At December 31, 2015 and March 31, 2016, the Company had cash deposits that exceeded federally insured deposit limits. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits.
ACCOUNTS RECEIVABLE & ALLOWANCE FOR DOUBTFUL ACCOUNTS	Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. This allowance is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the customer base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may affect a customer’s ability to pay. Accounts receivable over 60 days past due are considered past due. The Company does not accrue interest on past due accounts receivable. Receivables are written off only after all collection attempts have failed and are based on individual credit evaluation and the specific circumstances of the customer. The Company did not have any bad debt expense for the three months ended March 31, 2016 and 2015.
INVENTORY	Inventory consists of a finished goods unit of the Streamline IV Suspension System (IV Poles). Inventory is valued at the lower of cost or market, using the first–in, first-out (FIFO) method. The Company does not believe any inventory reserve is required as of March 31, 2016.
GOODWILL AND PURCHASED INTANGIBLE ASSETS	Goodwill is reviewed for impairment annually on December 31st or more frequently if changes in circumstances or the occurrence of events suggest impairment exists using a two-step process. In step 1, the fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the Company would then complete step 2 in order to measure the impairment loss. In step 2, the Company would calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company would recognize an impairment loss, in the period identified, equal to the difference. Other intangible assets consist of developed technology and a trademark. The Company reviewed intangible assets for impairment as changes in circumstances or the occurrence of events suggested the remaining value was not recoverable. Amortization on the intangibles is provided on a straight-line basis over the estimated useful lives of the assets as follows: Trademark 5 years Developed technology 7 years
FAIR VALUE MEASUREMENTS	We measure certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and • Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist us in determining fair value, as appropriate.
PROPERTY AND EQUIPMENT	Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized.
LEASES	The Company recognizes rent expense on a straight-line basis over the lease term. The lease term commences on the date that the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the consolidated balance sheet.
REVENUE RECOGNITION	We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 605-10-S99, Revenue Recognition, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. The Company sells its products primarily through direct sales. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized.
RESEARCH AND DEVELOPMENT	Research and development costs are expensed as incurred.
ADVERTISING	The Company expenses all advertising costs as incurred. For the three months ended March 31, 2016 and 2015, advertising costs were approximately $21,000 and $0, respectively.
STOCK-BASED COMPENSATION	The Company accounts for stock-based compensation in accordance with the ASC 718, Stock Compensation. ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718, awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
INCOME TAXES	The Company accounts for income taxes under ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2015, and March 31, 2016 the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of March 31, 2016, the Company has not incurred any interest or penalties relating to uncertain tax positions. The Company’s evaluation was performed for the tax years ending December 31, 2015, 2014 and 2013, which remain subject to examination by major tax jurisdictions as of March 31, 2016. The Company does not have any tax years that are no longer subject to U.S. federal, state, and local, or non-US income tax examinations.
LOSS PER SHARE	Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-
BUSINESS COMBINATIONS	The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company is currently assessing the impact the adoption of ASU 2014-09 will have on its consolidated financial statements. In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2016
Property And Equipment Tables
Property and equipment, net	Property and equipment, net, consists of the following: Useful Life March 31, December 31, Furniture and fixtures 5 years $ 19,636 $ 18,385 Computers and software 3 years 18,237 16,275 37,873 34,660 Less accumulated depreciation (11,850 ) (9,822 ) Total $ 26,023 $ 24,838

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Assets and liabilities assumed	The following is a summary of the allocation of the fair value of Streamline. Assets acquired Cash $ 245,174 Inventory 1,878 Other assets 165 Developed technology 3,000,000 Trademark 700,000 Goodwill 6,455,645 Total assets acquired 10,402,862 Liabilities assumed Accounts payable 301,940 Accrued liabilities 6,018 Notes Payable 259,938 Total 567,896 Net assets acquired $ 9,834,966

EQUITY TRANSACTIONS (Tables)

EQUITY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Equity Transactions Tables
Significant assumptions used to estimate the fair value of the equity awards	The significant assumptions used to estimate the fair value of the equity awards granted are; Grant date January 6 Weighted Fair value of options granted $ 0.67 Expected term (years) 6 Risk-free interest rate 1.82% Volatility 83% Dividend yield None
Summary of stock option activity	The following is a summary of stock option activity at March 31, 2016: Shares Weighted Weighted Aggregate Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ — Granted 214,900 $ 0.95 9.8 $ — Exercised — — — $ — Cancelled — — — $ — Outstanding at 3/31/2016 594,900 $ 2.87 9.2 $ — Exercisable at 3/31/2016 209,975 $ 3.28 9.2 $ —

COMMITMENTS (Tables)

COMMITMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Commitments Tables
Operating leases	Future minimum lease payments under this rental agreement are approximately as follows: For the year ended: December 31, 2016 $ 25,000 December 31, 2017 35,000 December 31, 2018 21,000 $ 81,000
Equipment leases	Future minimum lease payments under this operating lease agreement are approximately as follows: For the year ended : December 31, 2016 $ 2,000 December 31, 2017 2,600 December 31, 2018 800 $ 5,400

LONG TERM LIABILITIES (Tables)

LONG TERM LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2016
Long Term Liabilities Tables
Expected future payments related to the promissory notes	Expected future payments related to the promissory notes as of March 31, 2016, are approximately as follows: For the year ended 2016 $ 53,000 2017 68,000 2018 68,000 2019 19,000 $ 208,000

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2016
Intangible Assets Tables
Summary of intangible assets	Intangible assets are summarized as follows: March 31, 2016 December 31, 2015 Amortized Amortization Lives Cost Cost Developed Technology 7 $ 3,000,000 $ 3,000,000 Trademark 5 700,000 700,000 Total 3,700,000 3,700,000 Less Accumulated Amortization (568,572 ) (426,429 ) Net 3,131,428 3,273,571 Non Amortized Goodwill 6,455,645 6,455,645 Total $ 9,587,073 $ 9,729,216
Amortization of intangible assets	Expected future amortization of intangible assets as of March 31, 2016, is as follows: Year ending December 31, Estimated Amortization Expense 2016 $ 427,000 2017 569,000 2018 569,000 2019 569,000 2020 464,000 Thereafter 534,000 $ 3,132,000

ORGANIZATION AND SIGNIFICANT 28

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2016
State of incorporation	Nevada
Date of incorporation	Jul. 30, 2013
Debride [Member]
State of incorporation	Florida
Date of incorporation	Oct. 1, 2012

SUMMARY OF SIGNIFICANT ACCOUN29

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Advertising costs	$ 21,000	$ 0
Warrant [Member]
Antidilutive shares	1,974,783
Stock Options [Member]
Antidilutive shares	594,900	185,000
Trademarks [Member]
Estimated useful life, finite lived intangibles	5 years
Developed Technology [Member]
Estimated useful life, finite lived intangibles	7 years

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Property and equipment	$ 37,873	$ 34,660
Less accumulated depreciation	(11,850)	(9,822)
Property and Equipment, net	26,023	24,838
Furniture and Fixtures [Member]
Property and equipment	$ 19,636	18,385
Useful Life	5 years
Computers and Software [Member]
Property and equipment	$ 18,237	$ 16,275
Useful Life	3 years

PROPERTY AND EQUIPMENT (Detai31

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Property And Equipment Details Narrative
Depreciation expense	$ 2,028	$ 1,485

ACQUISITIONS (Details)

ACQUISITIONS (Details)	Mar. 25, 2015USD ($)
Assets acquired
Cash	$ 245,174
Inventory	1,878
Other assets	165
Developed technology	3,000,000
Trademark	700,000
Goodwill	6,455,645
Total assets acquired	402,862
Liabilities assumed
Accounts payable	301,940
Accrued liabilities	6,018
Notes Payable	259,938
Total	567,896
Net assets assumed	$ 9,834,966

EQUITY TRANSACTIONS (Details)

EQUITY TRANSACTIONS (Details)	3 Months Ended
	Mar. 31, 2016$ / shares
Equity Transactions Details
Weighted Fair value of options granted as of March 31, 2016	$ 0.67
Expected term (years)	6 years
Risk-free interest rate	1.82%
Volatility	83.00%
Dividend yield	0.00%

EQUITY TRANSACTIONS (Details 1)

EQUITY TRANSACTIONS (Details 1)	3 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Equity Transactions Details 1
Number of Options Outstanding, Beginning | shares	380,000
Number of Options Granted | shares	214,900
Number of Options Exercised | shares	0
Number of Options cancelled | shares	0
Number of Options Outstanding, Ending | shares	594,900
Number of Options Outstanding, Exercisable | shares	209,975
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 3.95
Weighted Average Exercise Price Granted | $ / shares	.95
Weighted Average Exercise Price Exercised | $ / shares	0
Weighted Average Exercise Price expired or Canceled | $ / shares	0
Weighted Average Exercise Price Outstanding, Ending | $ / shares	2.87
Weighted Average Exercise Price Outstanding, Exercisable | $ / shares	$ 3.28
Weighted Average Remaining Term, Outstanding	9 years 1 month 6 days
Weighted Average Remaining Term, Granted	9 years 9 months 18 days
Weighted Average Remaining Term, Outstanding	9 years 2 months 12 days
Weighted Average Remaining Term, Exercisable	9 years 2 months 12 days
Aggregate Intrinsic Value Outstanding, Beginning | $	$ 0
Aggregate Intrinsic Value Granted | $ / shares	$ 0
Aggregate Intrinsic Value Exercised | $	$ 0
Aggregate Intrinsic Value Options expired or cancelled | shares	0
Aggregate Intrinsic Value Outstanding, Ending | $	$ 0

EQUITY TRANSACTIONS (Details Na

EQUITY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Equity Transactions Details Narrative
Compensation expense	$ 261,991	$ 47,377
Unrecognized stock-based compensation	$ 561,864
Weighted average period	2 years 6 months 4 days

COMMITMENTS (Details)

COMMITMENTS (Details)	Mar. 31, 2016USD ($)
Future minimum office lease payments
December 31, 2016	$ 25,000
December 31, 2017	35,000
December 31, 2018	21,000
Total	$ 81,000

COMMITMENTS (Details 1)

COMMITMENTS (Details 1)	Mar. 31, 2016USD ($)
Future minimum equipment lease payments
December 31, 2016	$ 2,000
December 31, 2017	2,600
December 31, 2018	800
Total	$ 5,400

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Payment to Bovie	$ 0	$ 19,000
TAG Aviation [Member]
Rent/Lease expense	7,500	$ 7,900
Operating Lease [Member]
Rent/Lease expense	8,250
Equipment Lease [Member]
Rent/Lease expense	$ 700

LONG TERM LIABILITIES (Details)

LONG TERM LIABILITIES (Details)	Mar. 31, 2016USD ($)
Future payments related to the promissory notes
December 31, 2016	$ 53,000
December 31, 2017	68,000
December 31, 2018	68,000
December 31, 2019	19,000
Total	$ 208,000

LONG TERM LIABILITIES (Details

LONG TERM LIABILITIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Promissory note	$ 208,000	$ 223,000
Interest expense, promissory note	2,800
Accrued interest, promissory note	$ 69,000	$ 69,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Intangible asset	$ 3,700,000	$ 3,700,000
Accumulated depreciation	(568,572)	(426,429)
Amortizable intangibles	3,131,428	3,273,571
Goodwill	6,455,645	6,455,645
Intangible asset, net	9,587,073	9,729,216
Trademarks [Member]
Intangible asset	3,000,000	3,000,000
Developed Technology [Member]
Intangible asset	$ 7,000,000	$ 7,000,000

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1)	Mar. 31, 2016USD ($)
Year ending December 31,
2,016	$ 427,000
2,017	569,000
2,018	569,000
2,019	569,000
2,020	464,000
Thereafter	534,000
Total	$ 3,132,000

COMMON STOCK WARRANT (Details N

COMMON STOCK WARRANT (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Common Stock Warrant Details Narrative
Warrant adjustment modification expense	$ 26,000

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details Narrative) - Affiliated Entity [Member] - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Aviation expense	$ 0	$ 0
Rent expense	7,500	7,900
Consulting expense	$ 15,000	$ 105,000

RESEARCH AND DEVELOPMENT (Detai

RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Research and Development expenses	$ 189,283	$ 304,719
DEVICIX PROTOTYPE MANUFACTURING AGREEMENT [Member]
Research and Development expenses	117,000	156,000
Accounts payable	24,000
DEVICIX GENERATOR MANUFACTURING AGREEMENT [Member]
Research and Development expenses	0	19,000
NORTECH MANUFACTURING AGREEMENT [Member]
Research and Development expenses	29,000	$ 87,000
Accounts payable	$ 9,000

LIQUIDITY, GOING CONCERN AND 46

LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Liquidity Going Concern And Managements Plans Details Narrative
Net loss	$ (1,832,286)	$ (1,454,442)