Innoveren Scientific (IVRN) 10-Q 17 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 16, 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	Sep. 30, 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		15,032,107
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 914,151	$ 1,570,167
Prepaid expenses	538,004	169,253
Current assets held for sale	1,878	35,509
Total Current Assets	1,454,033	1,774,929
Property and Equipment, Net	23,903	23,724
Deposits	2,751	2,751
Goodwill		6,455,645
Noncurrent Assets Held for Sale	1,500,986	3,274,685
Total Assets	2,981,673	11,531,734
Current Liabilities
Accounts payable	198,157	278,309
Accrued liabilities	273,744	92,634
Interest payable		7,490
Note payable, net of debt discount	874,916	76,586
Current liabilities held for sale	148,999	134,859
Total Current Liabilities	1,495,816	589,878
Long-Term Liabilities
Convertible debt		753,914
Noncurrent liabilities held for sale	109,569	164,726
Deferred Rent	1,179	491
Total Long-Term Liabilities	110,748	919,131
Total Liabilities	1,606,564	1,509,009
Stockholders' Equity
Preferred stock - $.001 par value: 500,000 shares authorized, no shares outstanding
Common stock - $.001 par value: 49,500,000 shares authorized, 14,283,752 and 11,256,175 shares issued at September 30, 2016 and December 31, 2015, respectively, 14,283,752 and 11,048,203 shares outstanding at September 30, 2016 (unaudited) and December 31, 2015, respectively	14,284	11,256
Additional paid-in capital	24,683,866	20,164,911
Due from Stockholder	(5,000)	(20,000)
Accumulated deficit	(23,318,041)	(10,133,442)
Total Stockholders' Equity	1,375,109	10,022,725
Total Liabilities and Stockholders' Equity	$ 2,981,673	$ 11,531,734

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	13,057,476	11,256,175
Common stock, shares outstanding	12,855,423	11,048,203

UNAUDITED CONSOLIDATED STATEMEN

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Unaudited Consolidated Statements Of Operations
Revenues
Operating Expenses
General and administrative	1,230,833	1,089,809	3,384,322	3,614,527
Sales and marketing	107,001	17,000	166,240	29,000
Research and development	395,752	239,189	772,238	828,449
Depreciation and amortization	2,033	1,721	6,042	4,739
Impairment of goodwill			6,455,645
Total Operating Expenses	1,735,619	1,347,719	10,784,487	4,476,715
Operating Loss	(1,735,619)	(1,347,719)	(10,784,487)	(4,476,715)
Other Expenses
Interest expense	15,887		359,981
Total Other Expenses	15,887		359,981
Loss from Continuing Operations	(1,751,506)	(1,347,719)	(11,144,468)	(4,476,715)
Discontinued Operations
Loss from discontinued operations	(57,023)	(98,926)	(2,040,131)	(287,937)
Total Loss from Discontinued Operations	(57,023)	(98,926)	(2,040,131)	(287,937)
Net Loss	$ (1,808,529)	$ (1,446,645)	$ (13,184,599)	$ (4,764,652)
Basic and diluted net loss per common share from continuing operations	$ (0.13)	$ (0.12)	$ (0.87)	$ (0.44)
Basic and diluted net loss per common share from discontinued operations	0	(0.01)	(0.16)	(0.03)
Basic and diluted net loss per common share	$ (0.13)	$ (0.13)	$ (1.03)	$ (0.47)
Basic and diluted weighted average common shares outstanding	13,847,346	11,256,176	12,843,008	10,214,509

UNAUDITED CONSOLIDATED STATEME5

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 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			15,000		15,000
Issuance of common stock pursuant to private placement completed in April 2016, Shares	1,211,703
Issuance of common stock pursuant to private placement completed in April 2016, Amount	$ 1,212	800,435			801,647
Issuance of warrants pursuant to private placement completed in April 2016, Amount		374,623			374,623
Issuance of common stock in exchange for consulting services in May 2016, Shares	37,500
Issuance of common stock in exchange for consulting services in May 2016, Amount	$ 38	47,962			48,000
Issuance of common stock pursuant to private placement completed in August 2016, Shares	1,083,333
Issuance of common stock pursuant to private placement completed in August 2016, Amount	$ 1,083	975,526			976,609
Issuance of warrants pursuant to private placement completed in August 2016, Amount		323,391			323,391
Issuance of common stock in exchange for consulting services in August 2016	60,000
Issuance of common stock in exchange for consulting services in August 2016	$ 60	76,740			76,800
Issuance of warrants pursuant to loan completed in September 2016		135,971			135,971
Issuance of common stock in exchange for consulting services in September 2016, Shares	83,000
Issuance of common stock in exchange for consulting services in September 2016, Amount	$ 83	124,417			124,500
Stock based compensation		562,209			562,209
Net loss				(13,184,599)	(13,184,599)
Ending Balance, Shares at Sep. 30, 2016	14,283,752
Ending Balance, Amount at Sep. 30, 2016	$ 14,284	$ 24,683,866	$ (5,000)	$ (23,318,041)	$ 1,375,109

UNAUDITED CONSOLIDATED STATEME6

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities
Net loss	$ (13,184,599)	$ (4,764,652)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	6,171	4,739
Amortization of intangibles	189,522
Amortization of debt discount	261,973
Debt conversion expense	68,694
Impairment loss	1,584,048
Goodwill impairment loss	6,455,645
Stock based compensation	562,209	179,123
Straight-line rent adjustment	688	197
Non-cash consulting services	249,300
Non-cash directors fees	15,000
Adjustment of fair value of warrant modification	25,720
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable	33,045
Prepaid expenses	(368,165)	39,434
Accounts payable	(80,152)	(323,843)
Interest payable	(2,061)
Accrued liabilities	173,427	51,100
Net Cash Used in Operating Activities	(4,009,535)	(4,813,902)
Cash Flows from Investing Activities
Acquisition of Streamline, Inc., net of cash received		(1,152,292)
Deposits		(2,586)
Expenditures for property and equipment	(6,221)	(5,306)
Net Cash Used in Investing Activities	(6,221)	(1,160,184)
Cash Flows from Financing Activities
Proceeds from issuance of common stock, net of offering costs	1,934,622
Proceeds from issuance of warrants, net of offering costs	541,648
Proceeds from issuance short term debt	995,000
Principal payments under note payable obligation	(111,530)	(23,200)
Proceeds from issuance of common stock from underwriters' overallotment		1,084,136
Net Cash Provided by Financing Activities	3,359,740	1,060,936
Net Decrease in Cash	(656,016)	(4,913,150)
Cash - Beginning of period	1,570,167	6,684,576
Cash - End of period	914,151	1,771,426
Non-cash investing and financing activities
Issuance of common stock for acquisition of Streamline		8,437,500
Repayment of due from stockholder through forgone director fees	15,000
Issuance of common stock for consulting services	249,300
Conversion of note and accrued interest to common stock	1,072,513
Non-cash investing and financing activities	$ 1,336,813	$ 8,437,500

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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. In May 2016, the Board of Directors authorized Management to seek buyers for Streamline, Inc., the Company’s wholly owned subsidiary acquired in March 2015. See Note 10.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 sheets as of September 30, 2016, consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, statement of changes in stockholders’ equity for the nine months ended September 30, 2016 and the statements of cash flows for the nine months ended September 30, 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 normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2016 and results of operations and cash flows for the three and nine months ended September 30, 2016 and 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three and nine month periods are unaudited. The results for the three and nine months ended September 30, 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. Use of Estimates In preparing the consolidated 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, carrying amount and impairment 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 September 30, 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 September 30, 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. 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. See Note 11. Other intangible assets consist of developed technology and a trademark. The Company reviews intangible assets for impairment as changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. See Note 11. Amortization on the intangibles was 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 three 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. Research and Development Research and development costs are expensed as incurred. Advertising The Company expenses all advertising costs as incurred. For the three and nine months ended September 30, 2016, advertising costs were approximately $107,000 and $166,000 respectively. For the three and nine months ended September 30, 2015, advertising costs were approximately $17,000 and $29,000, 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 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 September 30, 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 September 30, 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 September 30, 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- dilutive due to the Company’s net losses. There is no difference between the basic and diluted net loss per share. 3,506,281 warrants and 894,900 common stock options outstanding were considered anti-dilutive at September 30, 2016. 1,474,783 warrants and 380,000 common stock options were considered anti-dilutive at September 30, 2015. Business combinations The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations Based on the estimated value of Streamline, the consideration paid by MedoveX and the tangible assets of Streamline, management determined the intangible portion of the purchase price should be assigned between developed technology, trademark, and goodwill. Refer to Note 4 for the summary of the purchase price allocation based on the completion of the valuation of the assets and liabilities assumed. Discontinued Operations As more fully described in Note 9, in May 2016, management was authorized to locate a buyer for Streamline Inc., the Company’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. Streamline’s assets and liabilities have been reclassified as held for sale for all periods presented and the results of operations have been classified as discontinued operations for all periods presented. See Note 9. reclassification Some items in the prior period financial statements were reclassified to conform to the current period presentation. Reclassifications had no effect on prior period net income or shareholders’ equity. Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 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 April 2015, FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the presentation of Debt Issuance Costs, to reduce the complexity of having different balance sheet presentation requirements for debt issuance costs and debt discounts and premiums. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
PROPERTY AND EQUIPMENT	Property and equipment, net, consists of the following: Useful Life September 30, December 31, Furniture and fixtures 5 years $ 21,359 $ 17,271 Computers and software 3 years 18,237 16,275 39,596 33,546 Less accumulated depreciation (15,693 ) (9,822 ) Total $ 23,903 $ 23,724 Depreciation expense amounted to $2,033 and $6,042, respectively, for the three and nine months ended September 30, 2016. Depreciation expense amounted to $1,657 and $4,798, respectively, for the three and nine months ended September 30, 2015.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 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 authorized the issuance of 1,875,000 shares of common stock, of which 200,000 shares were to be held in escrow until September 25, 2016 to satisfy indemnification obligations under the Agreement. The Company incurred approximately $344,000 in acquisition related legal fees. On September 25, 2016, the escrow was released for the full 200,000 shares. As of September 30, 2016, the Company had received transmittal letters from Streamline shareholders representing 1,873,377 shares of MedoveX common stock. There is one remaining holder who has not tendered the original transmittal letter for the remaining 1,623 shares. The terms of the Merger Agreement also required 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 $57,000 and $456,000, respectively, was funded for the three and nine month periods ended September 30, 2016. $98,000 and $288,000, respectively, was funded for the three and nine month periods ended September 30, 2015. The $750,000 working capital funding commitment has been fully satisfied as of September 30, 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
EQUITY TRANSACTIONS	PRIVATE Placement 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 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. The offering resulted in gross proceeds of $1,398,034 and resulted in the issuance of an aggregate of 1,211,760 shares of common stock and warrants to purchase 605,829 shares. The Placement Agent collected an aggregate of approximately $222,000 in total fees related to the offering and was also issued warrants to purchase an aggregate of 181,992 shares. On August 5, 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 $250,000 and up to a maximum of $1,300,000 of units. Each Unit had a purchase price of $250,000 and consisted of (i) 208,333 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $1.20 per share, and (ii) a warrant to purchase 104,167 shares of Common Stock. Each Warrant has an initial exercise price of $1.52 per share, and is initially exercisable six months following the date of issuance for a period of five (5) years from the date of issuance. The offering resulted in gross proceeds of $1,300,000 and resulted in the issuance of an aggregate of 1,083,333 shares of common stock and warrants to purchase 541,669 shares. On September 16, 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 units consisting of $115,000 for a senior secured note, $15,000 of which was deemed to be an original issue discount, and a warrant to purchase 20,000 shares of the Company’s common stock par value $.001 per share. Each warrant has an initial exercise price of $1.625 per share, and is initially exercisable six months following the date of issuance and for a period of three (3) years from the date of issuance. The purchase price for each Unit is $100,000. See Note 7. At the closing, the Company issued to the Investors ten units, consisting of Notes in the aggregate amount of $1,150,000 and warrants to purchase an aggregate of 200,000 shares of common stock, for gross proceeds of $1,000,000. Stock-Based Compensation On April 14, 2016, the Company entered into a two month business advisory and investor relations consulting agreement for the purpose of creating market awareness of the Company. The Company paid $60,000 per month for the two month period and issued 37,500 common shares as part of the consulting fee agreement. The closing price of the Company’s stock on April 28, 2016, the day the shares were issued, was $1.28 per share. On August 17, 2016, the Board approved a stock grant of 60,000 common shares from the 2013 Stock Option Plan to the Company’s investor relations consultant in recognition of the efforts in maintaining shareholder relations with a diverse shareholder group. The closing price of the Company’s stock on August 17, 2016, the day the shares were issued, was $1.28 per share. The fair value of the common stock issued was approximately $77,000. On September 15, 2016, the Company entered into a six month business advisory and investor relations consulting agreement for the purpose of creating market awareness of the Company. As of September 30, 2016, the Company paid a total of $407,500, which included a monthly $7,500 retainer fee, and issued 83,000 common shares as part of the consulting fee agreement. The closing price of the Company’s stock on September 26, 2016, the day the shares were issued, was $1.50 per share. 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, consultants, and directors. The stock options vest as follows: 25% on the 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. On August 17, 2016, the Board of Directors authorized the Company to issue options to purchase an aggregate of 300,000 shares of common stock to certain directors. The stock options vest as follows: 50% on the date of grant and 50% one year after the grant date. The options are exercisable at a price of $1.20. The market value of the common stock on the date of the grant was $1.28. This lead to an immaterial amount related to a beneficial conversion feature. 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, No dividend payouts were assumed as we have not historically paid, and do not anticipate paying, dividends in the foreseeable future. The risk-free rate of return reflects the weighted average interest rate offered for US treasury rates over the expected term of the options. The significant assumptions used to estimate the fair value of the equity awards granted are; Grant date January 6, 2016 August 17, 2016 Weighted Fair value of options granted $ 0.67 $ 0.91 Expected term (years) 6 6 Risk-free interest rate 1.82% 1.28% Volatility 83.00% 75.55% Dividend yield None None For the three and nine months ended September 30, 2016, the Company recognized approximately $230,000 and $562,000, respectively, as compensation expense with respect to the stock options. For the three and nine months ended September 30, 2015, the Company recognized approximately $76,000 and $179,000, respectively, as compensation expense with respect to the stock options. Stock Option Activity As of September 30, 2016, there were 486,175 shares of time-based, non-vested stock options. As of September 30, 2016 there was approximately $421,000 of total unrecognized stock-based compensation expense related to these non-vested stock options. That expense is expected to be recognized on a straight-line basis over a weighted average period of 2.30 years. The following is a summary of stock option activity at September 30, 2016: Shares Weighted Weighted Aggregate Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ — Granted 514,900 $ 1.10 9.3 $ — Exercised — — — $ — Cancelled — — — $ — Outstanding at 9/30/2016 894,900 $ 2.31 9.1 $ — Exercisable at 9/30/2016 408,725 $ 2.31 8.9 $ —

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 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 utility costs paid to TAG Aviation amounted to approximately $7,300 and $22,000, respectively for the three and nine months ended September 30, 2016. Rent expense and utility costs paid to TAG Aviation amounted to approximately $7,000 and $21,000, respectively for the three and nine months ended September 30, 2015. 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. Total lease expense for the three and nine months ended September 30, 2016 was approximately $8,300 and $25,000, respectively, related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ended: December 31, 2016 $ 8,500 December 31, 2017 35,000 December 31, 2018 21,000 $ 64,500 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 and nine month periods ended September 30, 2016 was approximately $900 and $2,500, respectively. Total lease expense for the three and nine month periods ended September 30, 2015 was approximately $700 and $2,000, respectively. Future minimum lease payments under this operating lease agreement are approximately as follows: For the year ended : December 31, 2016 $ 700 December 31, 2017 2,600 December 31, 2018 800 $ 4,100 Purchase Orders The Company had approximately $343,000 and $484,000, respectively, at September 30, 2016 and December 31, 2015, in outstanding purchase order obligations related to the research and development 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 30, 2016. Effective August 1, 2016, the $5,000 per month fee was extended through January 18, 2017. 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 compensation to $5,000 per month As described in Note 5, on September 15, 2016, the Company entered into a six month business advisory and investor relations consulting agreement for the purpose of creating market awareness of the Company. The Company paid a total of $407,500, which included a monthly $7,500 retainer fee, for the six month period and issued 83,000 common shares as part of the consulting fee agreement. The closing price of the Company’s stock on September 26, 2016, the day the shares were issued, was $1.50 per share. Employment Agreements The Company entered into Employment Agreements with each of its five executive officers for aggregate compensation amounting to approximately $984,000 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. This service contract was cancelled after the decision was made by the board of directors to authorize management to seek a buyer for Streamline. 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 and nine months ended September 30, 2016, the Company paid approximately $1,000 and $25,000, respectively, under this agreement. For the three and nine months ended September 30, 2015, the Company paid approximately $85,000 and $181,000, respectively, under this agreement.

SHORT TERM LIABILITIES

SHORT TERM LIABILITIES	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
SHORT TERM LIABILITIES	Finance Agreement The Company entered into a commercial insurance premium finance and security agreement in December 2015. The agreement financed the Company’s annual D&O insurance premium and was paid in full as of September 30, 2016. Payments were due in quarterly installments of approximately $26,033 and carried an annual percentage interest rate of 4.65%. The Company paid approximately $26,033 and $78,099, respectively, for the three and nine month periods ended September 30, 2016 related to the finance agreement. 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. 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 15th, 2016, the Board of Directors approved a second amendment to the Modification Agreement. The date for making the second installment of $1,000,000 was extended to November 1, 2016. Additionally, the language in the Note was changed to clarify that the consideration received by the Company on the first installment was in the form of $970,000 cash and $30,000 in directors’ fees due to Mr. Steve Gorlin. The $30,000 in directors’ fees was recorded as a reduction in equity and is expensed as earned. $10,000 of directors fees were earned in 2015 after issuance of the note. For the three and nine months ended September 30, 2016, $5,000 and $15,000, respectively, of directors’ fees were earned by Mr. Gorlin to reduce the balance outstanding to $5,000. 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. Short Term Note Payable As discussed in Note 5, on September 13, 2016, the Board of Directors approved a resolution authorizing the Company to obtain a secured nine-month term loan for the principal amount of $1,150,000. In connection therewith, on September 16, 2016, the Company entered into a Unit Purchase Agreement with selected accredited investors whereby the Company had the right to sell units in a private placement to secure the loan. Original Issuance Discount The principal face value of the loan is $1,150,000 and was issued with an original issuance discount of $150,000 which resulted in aggregate proceeds of $1,000,000. The loan has a default interest rate of 15% per year and a maturity date of June 16, 2017. The Company is required to repay the principal amount of the loan following the Company’s receipt of any financing in aggregate of $1,650,000 in the next six months. Additionally, investors have the option to convert the $150,000 original issuance discount, which will accrete over the life of the loan, and principal into future financing or be paid back in cash. Warrants Warrants to purchase an aggregate of 200,000 shares of common stock were issued as part of the short term note agreement with a strike price of $1.625 which was $0.125 above market with an exercise date six months from the closing. The warrants must be exercised within three years from the date of issuance. The Company recorded the proceeds from the loan and the accompanying warrants on a relative fair value basis of approximately $864,000 and $136,000, respectively. The carrying amount has also been reduced by $5,000 related to debt issuance costs. The closing price of the Company’s stock on the day prior to entering into the agreement was $1.50 per share. See Note 8 for the inputs used to value the warrant as of the respective issue date. As of September 30, 2016, the loan is being accreted to its $1,150,000 face amount over the 9 month period the loan will be outstanding. The note is also presented net of the issuance costs of $5,000 which will accrete over the life of the note, based on the effective interest method. Accretion expense for the three and nine month period ended September 30, 2016 was approximately $15,887.

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
COMMON STOCK WARRANTS	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 dates 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 modification agreements amended the exercise price of the warrant issued to Mr. Gorlin. 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 · Revised exercise price: $2.00 · 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 · Revised exercise price: $1.825 · 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 adjustment modifications to the fair value of the warrant for the nine months ended September 30, 2016. As described in Note 5, the Company issued warrants in connection with the private placement in April 2016. The warrants are exercisable for up to five years after six months following the date of issuance. The fair value of the warrants at the date of issuance were determined to be $314,353 and $69,761, respectively, for the issuance on April 19, 2016 and April 29, 2016. Fair values were determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The Company’s fair value measurements of the warrants 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 warrants as of the April 19, 2016 issuance date are as follows: · The market price of the Company’s stock on April 19, 2016 of $1.13 · Exercise price of the warrant: $1.30 · Life of the warrant: 5 years · Risk free return rate: 1.26% · Annualized volatility rate of four comparative companies: 75.54% The inputs used to value the warrants as of the April 29, 2016 issuance date are as follows: · The market price of the Company’s stock on April 29, 2016 of $1.28 · Exercise price of the warrant: $1.30 · Life of the warrant: 5 years · Risk free return rate: 1.28% · Annualized volatility rate of four comparative companies: 75.34% As described in Note 5, the Company issued warrants in connection with the private placement in August 2016. The warrants are exercisable for up to five years after six months following the date of issuance. The fair value of the warrants at the date of issuance were determined to be approximately $286,311 and $37,080, respectively, for the issuance on August 5, 2016 and August 16, 2016. Fair values were determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The Company’s fair value measurements of the warrants 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 warrants as of the August 5, 2016 issuance date are as follows: · The market price of the Company’s stock on August 5, 2016 of $1.35 · Exercise price of the warrant: $1.52 · Life of the warrant: 5 years · Risk free return rate: 1.13% · Annualized volatility rate of four comparative companies: 75.56% The inputs used to value the warrants as of the August 16, 2016 issuance date are as follows: · The market price of the Company’s stock on August 16, 2016 of $1.34 · Exercise price of the warrant: $1.52 · Life of the warrant: 5 years · Risk free return rate: 1.16% · Annualized volatility rate of four comparative companies: 75.56% As described in Note 5, the Company issued warrants in connection with the receipt of the secured nine month term loan in September 2016. The warrants are exercisable for up to three years after six months following the date of issuance. The fair value of the warrants at the date of issuance were determined to be approximately $154,203. Based on the Black-Scholes-Merton valuation technique, the Company recorded the proceeds from the loan and the accompanying warrants on a relative fair value basis of approximately $1,014,000 and $136,000, respectively. The Company’s fair value measurements of the warrants 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 warrants as of the September 16, 2016 issuance date are as follows: · The market price of the Company’s stock on September 16, 2016 of $1.58 · Exercise price of the warrant: $1.625 · Life of the warrant: 3 years · Risk free return rate: 0.91% · Annualized volatility rate of four comparative companies: 75.75% 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.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	In May 2016, the Board of Directors authorized Management to seek buyers for Streamline, Inc., the Company’s wholly owned subsidiary acquired in March 2015. The Company seeks additional funds to complete the development and launch of the Company’s primary product, the DenerveX device, and anticipates the sale to be completed within one year. Selling this business unit could help raise necessary funds to fund continuing operations of the Company in a non-dilutive manner to existing shareholders. Streamline’s assets and liabilities have been reclassified as held for sale for all periods presented. The operating results of Streamline are included in discontinued operations for the periods presented. Streamline is immediately available for sale in its present condition. The carrying amounts of the major classes of assets and liabilities of the discontinued operations available for sale are as follows: September 30, 2016 December 31, 2015 Current Assets Inventory $ 1,878 $ 1,878 Accounts receivable, Net — 33,045 Prepaid expenses — 586 Total Current Assets 1,878 35,509 Property and Equipment, Net 986 1,114 Trademark, net — 595,000 Developed Technology, net 1,500,000 2,678,571 Total Assets $ 1,502,864 $ 3,310,194 Current Liabilities Interest payable $ 70,831 $ 69,222 Accrued liabilities — 7,683 Notes payable 78,168 57,954 Total Current Liabilities 148,999 134,859 Long-Term Liabilities Notes payable, net of current portion 109,569 164,726 Total Liabilities $ 258,568 $ 299,585 The results of the discontinued operations, which represents Streamline’s IV Suspension System (“ISS”), are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ — $ — $ — $ — Operating Expenses General and administrative 54,606 86,970 199,237 228,678 Research and development — 9,956 59,418 54,259 Depreciation and amortization — — 189,652 — Impairment loss — — 1,584,048 Total Operating Expenses 54,606 96,926 2,032,355 282,937 Operating Loss (54,606 ) (96,926 ) (2,032,355 ) (282,937 ) Other Expenses Interest expense 2,417 2,000 7,776 5,000 Total Other Expenses 2,417 2,000 7,776 5,000 Net Loss $ (57,023 ) $ (98,926 ) $ (2,040,131 ) $ (287,937 ) Cash flows from discontinued operations are as follows: Nine Months Ended September 30, 2016 2015 Cash Flows used in Operating Activities $ (425,011 ) $ (494,737 ) Cash Flows used in Investing Activities — (1,286 ) Cash Flows used in Financing Activities (39,630 ) (70,109 ) Net Cash Used in Discontinued Operations $ (464,641 ) $ (566,132 ) Amortization expense related to the available for sale intangible assets for the three and nine months ended September 30, 2016 was approximately $0 and $190,000, respectively. Amortization expense related to the available for sale intangible assets for the three and nine months ended September 30, 2015 was approximately $142,143 and 284,285, respectively. Depreciation expense amounted to $21 and $129, respectively, for the three and nine months ended September 30, 2016. Depreciation expense amounted to $64 and $107, respectively, for the three and nine months ended September 30, 2015. There is no expected future amortization of the available for sale intangible assets as of September 30, 2016. As further discussed in Note 9, the recognition of amortization expense related to the available for sale intangible assets ceased in May 2016 when the Board of Directors authorized Management to seek buyers for Streamline. 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, 2019. The promissory notes had outstanding balances of approximately $189,000 and $223,000, respectively, at September 30, 2016 and December 31, 2015. Expected future payments, including interest, related to the promissory notes as of September 30, 2016, are approximately as follows: For the year ended 2016 $ 28,000 2017 68,000 2018 68,000 2019 42,000 $ 206,000 The Company paid interest expense related to the promissory notes for the three and nine months ended September 30, 2016 in the amount of approximately $800 and $6,100, respectively. The Company paid interest expense related to the notes for the three and nine months ended September 30, 2015 in the amount of approximately $3,100 and $5,100, respectively. The Company had unpaid accrued interest in the amount of approximately $71,000 and $69,000, respectively, at September 30, 2016 and December 31, 2015 related to the promissory notes.

IMPAIRMENT OF INTANGIBLE ASSETS

IMPAIRMENT OF INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2016
Impairment Of Intangible Assets
IMPAIRMENT OF INTANGIBLE ASSETS	As discussed in Note 2, the Company reviews long-lived assets for impairment whenever events or changes in circumstances in accordance with FASB ASC 360. The Board of Directors decision to seek buyers for Streamline, as discussed in Note 9, As a result of the impairment analysis, the Company determined the carrying value of the developed technology exceeded the calculated fair value. Consequently, the Company recognized a write-down of approximately $1,035,714 related to the developed technology in the quarter ended June 30, 2016. The remaining $1,500,000 in developed technology is classified as a held for sale current asset at September 30, 2016 while the Company seeks a buyer for Streamline. As a result of the impairment analysis, the Company also determined the carrying value of the trademark and goodwill exceeded the calculated fair value. Consequently, impairment losses of $6,455,645 and $548,333, respectively, were recognized in the quarter ended June 30, 2016 related to goodwill and the trademark. The impairment losses resulted in a complete write down of both assets and, consequently, are not reported as of September 30, 2016.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
INCOME TAXES	For the period from February 1, 2013 (inception) to September 30, 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 September 30, 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 September 30, 2016. The Company has not undergone any tax examinations since inception.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 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. General aviation expenses paid to TAG for the three and nine months ended September 30, 2016, were approximately $9,500 and $18,500, respectively. General aviation expenses paid to TAG for the three and nine months ended September 30, 2015, was approximately $15,000 and $26,000, respectively. 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 were $1,800 per month through August 31, 2016. Effective September 1, 2016, rent payments under this arrangement increased to $2,000 per month. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $7,300 and $22,000, respectively, for the three and nine months ended September 30, 2016. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $7,000 and $21,000, respectively, for the three and nine months ended September 30, 2015. 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. Effective August 1, 2016, the $5,000 per month fee was extended through January 18, 2017. Either party could cancel this agreement upon 30 days’ written notice. The Company paid $10,000 and $40,000, respectively, for the three and nine months ended September 30, 2016 under this new arrangement. The Company paid $105,000 and $315,000, respectively, for the three and nine months ended September 30, 2015 under the previous 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
RESEARCH AND DEVELOPMENT	Devicix Prototype Design and Development Agreement In November 2013, the Company accepted a proposal from Devicix, a Minneapolis, Minnesota based FDA registered contract designer and developer, to develop a commercially viable prototype of its product that could be used to receive regulatory approval from the FDA and other international agencies for use on humans to relieve pain associated with Facet Joint Syndrome. Through September 30, 2016, the Company has paid approximately $1,406,000 to Devicix. The development work commenced in December 2013. The total estimated cost of this work at contract signing was $960,000; however, the terms of the proposal allow either the Company or the designer and developer to cancel the development work with 10-days’ notice. The Company incurred expenses of approximately $103,000 and $340,000, respectively, for the three and nine months ended September 30, 2016, of which approximately $48,000 was included in accounts payable as of September 30, 2016. The Company incurred expenses of approximately $89,000 and $326,000, respectively, for the three and nine months ended September 30, 2015, of which approximately $4,000 was included in accounts payable as of September 30, 2015. Denervex Generator Design, Development And Manufacturing Agreement The DenerveX device requires a custom electrocautery generator for power. As described in Note 6, in November 2014, the Company contracted with Bovie International to customize one of their existing electrocautery generators for use with the DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX was obtained. The Bovie agreement requires a base $295,000 development fee to customize the unit, plus additional amounts if further customization is necessary beyond predetermined estimates. The Company paid approximately $1,000 for the three and nine months ended September 30, 2016 under this agreement. The Company paid approximately $85,000 and $181,000, respectively, for the three and nine months ended September 30, 2015 under this agreement. Through September 30, 2016, the Company has paid approximately $312,000 to Bovie. The original $295,000 agreement was a base number along the pathway of development. Additional requirements were incurred as the research and development process progressed and as a result certain prices increased and additional costs were incurred. Nortech Manufacturing Agreement 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 $250,000 and $362,000, respectively, to Nortech for the three and nine months ended September 30, 2016, of which approximately $116,000 was included in accounts payable as of September 30, 2016. Through September 30, 2016, the Company has paid approximately $651,000 to Nortech.

LIQUIDITY, GOING CONCERN AND MA

LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS	The Company incurred a net loss of approximately $13,185,000 and $4,765,000 for the nine months ended September 30, 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 December 1, 2016. As discussed in Note 5, in April 2016 and August 2016, a private placement of common stock raised approximately $1,176,000 for the Company, net of fees. As discussed in Note 5, in September 2016, the Company raised $1,000,000 in cash in the form of a secured short term note payable. 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. There can be no assurances such efforts to raise funding will be successful. 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
SUBSEQUENT EVENTS	On November 1, 2016, the executive committee of the Board of Directors unanimously approved a written consent extending the date Mr. Steve Gorlin is to make the second installment of $1,000,000 to December 1, 2016. See Note 7.

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 sheets as of September 30, 2016, consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, statement of changes in stockholders’ equity for the nine months ended September 30, 2016 and the statements of cash flows for the nine months ended September 30, 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 normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2016 and results of operations and cash flows for the three and nine months ended September 30, 2016 and 2015. The financial data and other information disclosed in the notes to the consolidated financial statements related to the three and nine month periods are unaudited. The results for the three and nine months ended September 30, 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.
USE OF ESTIMATES	In preparing the consolidated 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, carrying amount and impairment 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 September 30, 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 September 30, 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.
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. See Note 11. Other intangible assets consist of developed technology and a trademark. The Company reviews intangible assets for impairment as changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. See Note 11. Amortization on the intangibles was 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 three 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.
RESEARCH AND DEVELOPMENT	Research and development costs are expensed as incurred.
ADVERTISING	The Company expenses all advertising costs as incurred. For the three and nine months ended September 30, 2016, advertising costs were approximately $107,000 and $166,000 respectively. For the three and nine months ended September 30, 2015, advertising costs were approximately $17,000 and $29,000, 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 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 September 30, 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 September 30, 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 September 30, 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- dilutive due to the Company’s net losses. There is no difference between the basic and diluted net loss per share. 3,506,281 warrants and 894,900 common stock options outstanding were considered anti-dilutive at September 30, 2016. 1,474,783 warrants and 380,000 common stock options were considered anti-dilutive at September 30, 2015.
BUSINESS COMBINATIONS	The Company completed an acquisition on March 25, 2015. This transaction was recorded using guidelines provided by ASC 805, Business Combinations Based on the estimated value of Streamline, the consideration paid by MedoveX and the tangible assets of Streamline, management determined the intangible portion of the purchase price should be assigned between developed technology, trademark, and goodwill. Refer to Note 4 for the summary of the purchase price allocation based on the completion of the valuation of the assets and liabilities assumed.
DISCONTINUED OPERATIONS	As more fully described in Note 9, in May 2016, management was authorized to locate a buyer for Streamline Inc., the Company’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. Streamline’s assets and liabilities have been reclassified as held for sale for all periods presented and the results of operations have been classified as discontinued operations for all periods presented. See Note 9.
RECLASSIFICATION	Some items in the prior period financial statements were reclassified to conform to the current period presentation. Reclassifications had no effect on prior period net income or shareholders’ equity.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 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 April 2015, FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the presentation of Debt Issuance Costs, to reduce the complexity of having different balance sheet presentation requirements for debt issuance costs and debt discounts and premiums. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. 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)	9 Months Ended
	Sep. 30, 2016
Property And Equipment Tables
Property and equipment, net	Useful Life September 30, December 31, Furniture and fixtures 5 years $ 21,359 $ 17,271 Computers and software 3 years 18,237 16,275 39,596 33,546 Less accumulated depreciation (15,693 ) (9,822 ) Total $ 23,903 $ 23,724

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Assets and liabilities assumed	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)	9 Months Ended
	Sep. 30, 2016
Equity Transactions Tables
Significant assumptions used to estimate the fair value of the equity awards	Grant date January 6, 2016 August 17, 2016 Weighted Fair value of options granted $ 0.67 $ 0.91 Expected term (years) 6 6 Risk-free interest rate 1.82% 1.28% Volatility 83.00% 75.55% Dividend yield None None
Summary of stock option activity	Shares Weighted Weighted Aggregate Outstanding at 12/31/2015 380,000 $ 3.95 9.1 $ — Granted 514,900 $ 1.10 9.3 $ — Exercised — — — $ — Cancelled — — — $ — Outstanding at 9/30/2016 894,900 $ 2.31 9.1 $ — Exercisable at 9/30/2016 408,725 $ 2.31 8.9 $ —

COMMITMENTS (Tables)

COMMITMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Commitments Tables
Operating leases	For the year ended: December 31, 2016 $ 8,500 December 31, 2017 35,000 December 31, 2018 21,000 $ 64,500
Equipment leases	For the year ended : December 31, 2016 $ 700 December 31, 2017 2,600 December 31, 2018 800 $ 4,100

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Assets and liabilities of the discontinued operations	September 30, 2016 December 31, 2015 Current Assets Inventory $ 1,878 $ 1,878 Accounts receivable, Net — 33,045 Prepaid expenses — 586 Total Current Assets 1,878 35,509 Property and Equipment, Net 986 1,114 Trademark, net — 595,000 Developed Technology, net 1,500,000 2,678,571 Total Assets $ 1,502,864 $ 3,310,194 Current Liabilities Interest payable $ 70,831 $ 69,222 Accrued liabilities — 7,683 Notes payable 78,168 57,954 Total Current Liabilities 148,999 134,859 Long-Term Liabilities Notes payable, net of current portion 109,569 164,726 Total Liabilities $ 258,568 $ 299,585
Results of discontinued operations	Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ — $ — $ — $ — Operating Expenses General and administrative 54,606 86,970 199,237 228,678 Research and development — 9,956 59,418 54,259 Depreciation and amortization — — 189,652 — Impairment loss — — 1,584,048 Total Operating Expenses 54,606 96,926 2,032,355 282,937 Operating Loss (54,606 ) (96,926 ) (2,032,355 ) (282,937 ) Other Expenses Interest expense 2,417 2,000 7,776 5,000 Total Other Expenses 2,417 2,000 7,776 5,000 Net Loss $ (57,023 ) $ (98,926 ) $ (2,040,131 ) $ (287,937 )
Cash flows from discontinued operations	Nine Months Ended September 30, 2016 2015 Cash Flows used in Operating Activities $ (425,011 ) $ (494,737 ) Cash Flows used in Investing Activities — (1,286 ) Cash Flows used in Financing Activities (39,630 ) (70,109 ) Net Cash Used in Discontinued Operations $ (464,641 ) $ (566,132 )
Promissory notes	For the year ended 2016 $ 28,000 2017 68,000 2018 68,000 2019 42,000 $ 206,000

ORGANIZATION AND SIGNIFICANT 28

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Sep. 30, 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		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Advertising costs	$ 107,000	$ 17,000	$ 166,000	$ 29,000
Warrant [Member]
Antidilutive shares			3,506,281	1,474,783
Stock Options [Member]
Antidilutive shares			894,900	380,000
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 ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Property and equipment	$ 39,596	$ 33,546
Less accumulated depreciation	(15,693)	(9,822)
Property and Equipment, net	23,903	23,724
Furniture and Fixtures [Member]
Property and equipment	$ 21,359	17,271
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		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Property And Equipment Details Narrative
Depreciation expense	$ 2,033	$ 1,657	$ 6,042	$ 4,798

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)	9 Months Ended
	Sep. 30, 2016$ / shares
Jan 6 2016 [Member]
Weighted Fair value of options granted	$ .67
Expected term (years)	6 years
Risk-free interest rate	1.82%
Volatility	83.00%
Dividend yield
Aug 17 2016 [Member]
Weighted Fair value of options granted	$ .91
Expected term (years)	6 years
Risk-free interest rate	1.28%
Volatility	75.55%
Dividend yield

EQUITY TRANSACTIONS (Details 1)

EQUITY TRANSACTIONS (Details 1)	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares
Equity Transactions Details 1
Number of Options Outstanding, Beginning | shares	380,000
Number of Options Granted | shares	514,900
Number of Options Exercised | shares	0
Number of Options cancelled | shares	0
Number of Options Outstanding, Ending | shares	894,900
Number of Options Outstanding, Exercisable | shares	408,725
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 3.95
Weighted Average Exercise Price Granted | $ / shares	1.10
Weighted Average Exercise Price Exercised | $ / shares	0
Weighted Average Exercise Price expired or Canceled | $ / shares	0
Weighted Average Exercise Price Outstanding, Ending | $ / shares	2.31
Weighted Average Exercise Price Outstanding, Exercisable | $ / shares	$ 2.31
Weighted Average Remaining Term, Outstanding	9 years 1 month 6 days
Weighted Average Remaining Term, Granted	9 years 3 months 18 days
Weighted Average Remaining Term, Outstanding	9 years 1 month 6 days
Weighted Average Remaining Term, Exercisable	8 years 10 months 24 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		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stock options authorized incentive plan	1,150,000		1,150,000
Compensation expense	$ 230,000	$ 76,000	$ 562,209	$ 179,123
Unrecognized stock-based compensation	$ 421,000
Weighted average period	2 years 3 months 18 days
Non vested options	372,425		372,425
Jan 6 2016 [Member]
Stock option grant			214,900
Aug 17 2016 [Member]
Stock option grant			300,000

COMMITMENTS (Details)

COMMITMENTS (Details)	Sep. 30, 2016USD ($)
Future minimum office lease payments
December 31, 2016	$ 8,500
December 31, 2017	35,000
December 31, 2018	21,000
Total	$ 64,500

COMMITMENTS (Details 1)

COMMITMENTS (Details 1)	Sep. 30, 2016USD ($)
Future minimum equipment lease payments
December 31, 2016	$ 700
December 31, 2017	2,600
December 31, 2018	800
Total	$ 4,100

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Payment to Bovie	$ 1,000		$ 85,000	$ 25,000	$ 181,000
Purchase order obligation	343,000			343,000		$ 484,000
TAG Aviation [Member]
Rent/Lease expense	7,300	$ 7,000		22,000	21,000
Operating Lease [Member]
Rent/Lease expense	8,300			25,000
Equipment Lease [Member]
Rent/Lease expense	$ 900	$ 700		$ 2,500	$ 2,000

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details 1) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Inventory	$ 1,878	$ 1,878
Accounts receivable, Net		33,045
Prepaid expenses		586
Total Current Assets	1,878	35,509
Property and Equipment, Net	986	1,114
Trademark, net		595,000
Developed Technology, net	1,500,000	2,678,571
Total Assets	1,502,864	3,310,194
Current Liabilities
Interest payable	70,831	69,222
Accrued liabilities		7,683
Notes payable	78,168	57,954
Total Current Liabilities	148,999	134,859
Long-Term Liabilities
Notes payable, net of current portion	109,569	164,726
Total Liabilities	$ 258,568	$ 299,585

DISCONTINUED OPERATIONS (Deta40

DISCONTINUED OPERATIONS (Details 2) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Revenues
Operating Expenses
General and administrative	54,606	86,970		199,237	228,678
Research and development		9,956		59,418	54,259
Depreciation and amortization				189,652
Impairment loss				1,584,048
Total Operating Expenses	54,606	96,929		2,032,355	282,937
Operating Loss	(54,606)	(96,926)		(2,032,355)	(282,937)
Other Expenses
Interest expense	2,417	2,000		7,776	5,000
Total Other Expenses	2,417	2,000		7,776	5,000
Net Loss	$ (57,023)	$ (98,926)	$ (98,926)	$ (2,040,131)	$ (287,937)

DISCONTINUED OPERATIONS (Deta41

DISCONTINUED OPERATIONS (Details 3) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Cash Flows from Operating Activities	$ (425,011)	$ (494,737)
Cash Flows from Investing Activities		(1,286)
Cash Flows from Financing Activities	(39,630)	(70,109)
Net Cash (Used in) Discontinued Operations	$ (464,641)	$ (566,132)

DISCONTINUED OPERATIONS (Deta42

DISCONTINUED OPERATIONS (Details 5) - Discontinued Operations, Held-for-sale [Member]	Sep. 30, 2016USD ($)
2,016	$ 28,000
2,017	68,000
2,018	68,000
2,019	42,000
Thereafter	$ 206,000

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details Narrative) - Affiliated Entity [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Aviation expense	$ 9,500	$ 15,000	$ 18,500	$ 26,000
Rent expense	7,300	7,000	22,000	21,000
Consulting expense	$ 10,000	$ 105,000	$ 40,000	$ 315,000

RESEARCH AND DEVELOPMENT (Detai

RESEARCH AND DEVELOPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		20 Months Ended	32 Months Ended
	Sep. 30, 2016	Jun. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2016
Research and Development expenses	$ 395,752	$ 239,189	$ 772,238	$ 828,449
DEVICIX PROTOTYPE [Member]
Research and Development expenses	103,000	89,000	340,000	326,000		$ 1,406,000
Accounts payable	48,000		48,000	4,000	$ 48,000	48,000
DEVICIX GENERATOR [Member]
Research and Development expenses	1,000	$ 85,000	1,000	$ 181,000	312,000
NORTECH [Member]
Research and Development expenses	250,000		362,000		651,000
Accounts payable	$ 116,000		$ 116,000		$ 116,000	$ 116,000