Wireless Telecom (WTT) 10-K 23 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 06, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	1-11916
Entity Registrant Name	WIRELESS TELECOM GROUP, INC.
Entity Central Index Key	0000878828
Entity Tax Identification Number	22-2582295
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	25 Eastmans Road
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	386-9696
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	WTT
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 23,925,676
Entity Common Stock, Shares Outstanding		21,371,047
DOCUMENTS INCORPORATED BY REFERENCE	Portions of the Registrant’s Proxy Statement relating to the 2022 Annual Meeting of Stockholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.
ICFR Auditor Attestation Flag	false
Auditor Firm ID	127
Auditor Name	PKF O’Connor Davies, LLP
Auditor Location	New York, New York

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash & cash equivalents	$ 20,707	$ 4,472
Accounts receivable - net of reserves of $100 and $91, respectively	4,762	2,044
Inventories - net of reserves of $499 and $468, respectively	5,087	4,439
Prepaid expenses and other current assets	1,685	394
Current assets of discontinued operations		9,176
TOTAL CURRENT ASSETS	32,241	20,525
PROPERTY PLANT AND EQUIPMENT - NET	467	469
OTHER ASSETS
Goodwill	6,000	6,000
Acquired intangible assets, net	2,588	3,161
Deferred income taxes, net	2,913	2,407
Right of use assets	579	1,146
Other assets	185	284
Non current assets of discontinued operations		10,359
TOTAL OTHER ASSETS	12,265	23,357
TOTAL ASSETS	44,973	44,351
CURRENT LIABILITIES
Short term debt		84
Accounts payable	480	644
Short term leases	251	585
Accrued expenses and other current liabilities	2,693	5,836
Deferred revenue	123	24
Current liabilities of discontinued operations		4,296
TOTAL CURRENT LIABILITIES	3,547	11,469
LONG TERM LIABILITIES
Long term debt		3,300
Long term leases	364	615
Other long term liabilities	24	52
Non current liabilities of discontinued operations		295
TOTAL LONG TERM LIABILITIES	388	4,262
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued
Common stock, $.01 par value, 75,000,000 shares authorized, 36,440,636 and 35,915,636 shares issued, 21,438,571 and 22,666,074 shares outstanding	365	359
Additional paid in capital	52,764	51,555
Retained earnings	15,143	554
Treasury stock at cost, 15,002,065 and 13,249,562 shares	(27,234)	(24,619)
Accumulated other comprehensive income		771
TOTAL SHAREHOLDERS’ EQUITY	41,038	28,620
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 44,973	$ 44,351

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, reserves	$ 100,000	$ 91,000
Inventories, reserves	$ 499,000	$ 468,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	36,440,636	35,915,636
Common stock, shares outstanding	21,438,571	22,666,074
Treasury stock, shares	15,002,065	13,249,562

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net revenues	$ 22,367	$ 22,676
Cost of revenues	9,534	9,711
Gross profit	12,833	12,965
Operating expenses
Research and development	1,791	1,718
Sales and marketing	4,046	4,003
General and administrative	9,638	9,076
Loss on change in fair value of contingent consideration		386
Total operating expenses	15,475	15,183
Operating (loss)	(2,642)	(2,218)
(Loss)/gain on extinguishment of debt	(792)	2,045
Other income/(expense)	374	70
Interest income/(expense)	(130)	(1,143)
(Loss) before taxes	(3,190)	(1,246)
Tax provision/(benefit)	(731)	(554)
Net income/(loss) from continuing operations	(2,459)	(692)
Net income from discontinued operations, net of taxes	17,048	2,192
Net income/(loss)	14,589	1,500
Other comprehensive income/(loss):
Foreign currency translation adjustments	(771)	(70)
Comprehensive income/(loss)	$ 13,818	$ 1,430
Income/(loss) per share from continuing operations:
Basic	$ (0.11)	$ (0.03)
Diluted	(0.11)	(0.03)
Income per share from discontinued operations:
Basic	0.79	0.10
Diluted	0.76	0.09
Income/(loss) per share:
Basic	0.68	0.07
Diluted	$ 0.65	$ 0.06
Weighted average shares outstanding:
Basic	21,701,831	22,049,636
Diluted	22,540,000	24,297,000

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 349	$ 50,163	$ (946)	$ (24,556)	$ 841	$ 25,851
Beginning balance, shares at Dec. 31, 2020	34,488,904
Net income/(loss)			1,500			1,500
Issuance of shares in connection with stock options exercised	$ 1	207				208
Issuance of shares in connection with stock options exercised, shares	140,000
Issuance of restricted stock	$ 5	(5)
Issuance of restricted stock, shares	478,517
Issuance of shares in connection with Holzworth acquisition	$ 1	314				315
Issuance of shares in connection with Holzworth acquisition, shares	143,514
Shares withheld for employee taxes				(63)		(63)
Share-based compensation expense		316				316
ATM Shares Sold	$ 3	560				563
ATM Shares Sold, shares	264,701
Cumulative translation adjustment					(70)	(70)
Ending balance, value at Dec. 31, 2021	$ 359	51,555	554	(24,619)	771	28,620
Ending balance, shares at Dec. 31, 2021	35,915,636
Net income/(loss)			14,589			14,589
Issuance of shares in connection with stock options exercised	$ 2	196				198
Issuance of shares in connection with stock options exercised, shares	140,000
Issuance of restricted stock	$ 5	(5)
Issuance of restricted stock, shares	520,000
Shares withheld for employee taxes				(90)		(90)
Share-based compensation expense		1,018				1,018
Cumulative translation adjustment					(771)	(771)
Restricted stock forfeitures	$ (1)					(1)
Restricted stock forfeitures, shares	(135,000)
Share repurchase				(2,525)		(2,525)
Ending balance, value at Dec. 31, 2022	$ 365	$ 52,764	$ 15,143	$ (27,234)		$ 41,038
Ending balance, shares at Dec. 31, 2022	36,440,636

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS (USED)/PROVIDED BY OPERATING ACTIVITIES
Net income	$ 14,589	$ 1,500
Adjustments to reconcile net income to net cash (used)/ provided by operating activities:
Depreciation and amortization	1,397	2,152
Loss/(Gain) on extinguishment of debt	792	(2,045)
(Gain) on sale of Microlab and CommAgility	(22,834)
Goodwill and intangibles impairment		258
Amortization of debt issuance fees	55	335
Share-based compensation expense	1,018	316
Deferred rent	(30)	(30)
Deferred income taxes	2,666	(26)
Provision for doubtful accounts	9	78
Inventory reserves	62	141
Changes in assets and liabilities:
Accounts receivable	(3,060)	150
Inventories	(845)	(427)
Prepaid expenses and other assets	(1,042)	976
Accounts payable	(193)	770
Deferred Revenue	(160)	(515)
Accrued expenses and other liabilities	(2,078)	925
Net cash (used)/provided by operating activities	(9,654)	4,558
CASH FLOWS PROVIDED/(USED) BY INVESTING ACTIVITIES
Capital expenditures	(722)	(524)
Acquisition of business, net of cash acquired	(250)	(200)
Divestiture of Microlab, net	23,069
Divestiture of CommAgility, net	12,205
Net cash provided/(used) by investing activities	34,302	(724)
CASH FLOWS (USED) BY FINANCING ACTIVITIES
Term loan borrowings		345
Term loan repayments	(4,415)	(4,212)
Acquisition of treasury stock	(2,525)
Payment of contingent consideration	(1,388)	(1,052)
Proceeds from exercise of stock options	197	208
Tax withholding payments for vested equity awards	(90)	(63)
ATM Shares Sold		563
Net cash (used) by financing activities	(8,221)	(4,211)
Effect of exchange rate changes on cash and cash equivalents	(192)	(61)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	16,235	(438)
Cash and cash equivalents, at beginning of year	4,472	4,910
CASH AND CASH EQUIVALENTS, AT END OF YEAR	20,707	4,472
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	122	810
Cash paid during the period for income taxes	$ 988	$ 187

DESCRIPTION OF COMPANY AND SUMM

DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Basis of Presentation Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is pursuing strategic alternatives to accelerate the realization of value for our shareholders. On January 1, 2022, the Company was comprised of Wireless Telecom Group, Inc., doing business as, and operating under the trade name NoiseCom, Inc., and its wholly owned subsidiaries including Boonton Electronics Corporation, Microlab/FXR, Wireless Telecommunications Group Ltd., CommAgility Limited and Holzworth Instrumentation, Inc. (NoiseCom, Inc., Boonton Electronics Corporation, Microlab/FXR LLC, CommAgility Limited Ltd., and Holzworth Instrumentation, Inc. are hereinafter referred to as “Noisecom”, “Boonton”, “Microlab”, “CommAgility” and “Holzworth”, respectively). Our product groups were organized as follows: Radio Frequency Components (“RFC”) was comprised of our Microlab brand; Radio, Baseband, Software (“RBS”) was comprised of our CommAgility brand; and Test and Measurement (“T&M”) was comprised of our Boonton, Noisecom and Holzworth brands. As more fully described in Note 2 below, on March 1, 2022, the Company completed the sale of Microlab to RF Industries, Ltd and on December 30, 2022 completed the sale of CommAgility to E-Space Acquisitions, LLC. Subsequent to the divestitures of Microlab and CommAgility, the Company is comprised of the T&M business which is made up of our Boonton, Noisecom and Holzworth brands. The T&M business provides radio frequency (“RF”) and microwave test equipment and low phase noise RF synthesizers to equipment manufacturers, aerospace and defense companies, military and government agencies, satellite communication companies, semiconductor companies and other global technology companies. In accordance with applicable accounting guidance, the results of Microlab and CommAgility are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of Microlab and CommAgility as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2021. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Our consolidated financial statements from continuing operations include the accounts of Noisecom, Boonton and Holzworth. The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. We base our assumptions, judgements and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The most significant estimates and assumptions include management’s analysis in support of inventory valuation, accounts receivable valuation, valuation of deferred tax assets, returns reserves, warranty accruals, goodwill and intangible assets, estimated fair values of stock options and vesting periods of performance-based stock options and restricted stock. At least quarterly, we evaluate our assumptions, judgements and estimates, and make changes as deemed necessary. Concentrations of Credit Risk, Purchases and Fair Value Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. For the years ended December 31, 2022 and December 31, 2021, one customer accounted for 15 13 17 11 For the year ended December 31, 2022, two suppliers accounted for approximately 33 37 Cash and Cash Equivalents Cash and cash equivalents represent deposits in banks and highly liquid investments purchased with maturities of three months or less at the date of purchase. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount owed by the customer, net of allowances for doubtful accounts. Estimated allowances for doubtful accounts are reviewed periodically taking into account the customer’s recent payment history, the customer’s current financial statements and other information regarding the customer’s credit worthiness. Account balances are charged off against the allowance when it is determined the receivable will not be recovered. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory cost is determined on an average cost basis. Net realizable value is based upon an estimated average selling price reduced by estimated costs of completion, disposal and transportation. Reductions in inventory valuation are included in cost of revenues in the accompanying Consolidated Statements of Operations and Comprehensive Income/Loss. Finished goods and work-in-process include material, labor and overhead expenses. The Company reviews inventory for excess and obsolescence based on best estimates of future demand, product lifecycle status and product development plans. The Company uses historical information along with these future estimates to reduce the inventory cost basis. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventory carrying value is net of inventory reserves of approximately $ 499,000 468,000 SCHEDULE OF INVENTORY CURRENT Inventories consist of (in thousands): December 31, December 31, 2022 2021 Raw materials $ 3,450 $ 2,684 Work-in-process 553 492 Finished goods 1,084 1,263 Inventory net $ 5,087 $ 4,439 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally consist of prepaid U.S. federal and state taxes, prepaid insurance, prepaid maintenance agreements and the short-term portion of debt issuance costs. Prepaid U.S. federal and state taxes included in prepaid and other current assets was $ 866,000 Property, Plant and Equipment Property, plant and equipment are reflected at cost, less accumulated depreciation. Upon application of acquisition accounting, property, plant and equipment are measured at estimated fair value as of the acquisition date to establish a new historical cost basis. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for the property, plant and equipment are: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and computer equipment/software 3 8 Furniture and fixtures 5 7 Leasehold improvements are amortized over the shorter of the remaining term of the lease or the estimated economic life of the improvement. Repairs and maintenance are charged to operations as incurred; renewals and betterments are capitalized. Business Combinations The Company uses the acquisition method of accounting for business combinations which requires the tangible and intangible assets acquired and liabilities assumed to be recorded at their respective fair market value as of the acquisition date. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired. The fair values of the assets acquired and liabilities assumed are determined based upon the Company’s valuation and involves making significant estimates and assumptions based on facts and circumstances that existed as of the acquisition date. The Company uses a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date. Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is evaluated for impairment annually, or more frequently if events occur or circumstances change that would indicate that goodwill might be impaired, by first performing a qualitative evaluation of events and circumstances impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. The Company has one reporting unit with goodwill which is Holzworth. The Company’s qualitative assessment of Holzworth goodwill in the fourth quarter of 2022 indicated no impairment. Intangible and Long-lived Assets Intangible assets include acquired technology, customer relationships and tradenames. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from ten to fourteen years. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell. The estimated useful lives of intangible and long-lived assets are based on many factors including assumptions regarding the effects of obsolescence, demand, competition and other economic factors, expectations regarding the future use of the asset, and our historical experience with similar assets. The assumptions used to determine the estimated useful lives could change due to numerous factors including product demand, market conditions, technological developments, economic conditions and competition. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. In fiscal 2021, the Company’s term loan and revolving credit facility yielded interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximated fair value. Contingent Consideration A portion of the Holzworth purchase consideration was contingent upon certain financial targets (“Holzworth earnout”) and required the Company to estimate the fair value of the earnout using estimated gross revenues and Adjusted EBITDA and scenarios for earnout periods. The liability was adjusted in 2021 and a loss on change in fair value of contingent consideration was recorded in the Consolidated Statement of Operations and Comprehensive Income/(Loss). The estimate of this contingent consideration was considered a Level 3 fair value measurement. As of December 31, 2022, all Holzworth contingent consideration had been paid. Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Consolidated Statements of Changes in Shareholders’ Equity. Aggregate foreign currency gains and losses, such as those resulting from the settlement of receivables or payables in a currency other than the subsidiary’s functional currency, are recorded in the Consolidated Statements of Operations and Comprehensive Income/(Loss) (included in other income/expense). Foreign currency transaction gains were $ 52,000 40,000 Other Comprehensive Income/(Loss) Other comprehensive income/(loss) is recorded directly to a separate section of shareholders’ equity in accumulated other comprehensive income and includes unrealized gains and losses excluded from net income/(loss). These unrealized gains and losses consist of changes in foreign currency translation. Research and Development Costs Research and development (R&D) costs are charged to operations when incurred. R&D costs include salaries and benefits, depreciation expense on equipment used for R&D purposes and third-party material and consulting costs, if clearly related to an R&D activity. The amounts charged to operations for R&D costs for the year ended December 31, 2022 and 2021 were $ 1.8 1.7 Advertising Costs Advertising expenses are charged to operations during the year in which they are incurred and were $ 268,000 279,000 Stock-Based Compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” which requires that compensation expense be recognized, based on the fair value of the equity awards on the date of grant. The fair value of restricted share awards and restricted stock unit awards is determined using the market value of our common stock on the date of the grant. The fair value of stock options at the date of grant are estimated using the Black-Scholes option pricing model. When performance-based stock options are granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107) when determining assumptions. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of our shares using daily price observations over an observation period that approximates the expected life of the options. The risk-free rate is based on the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The Company accounts for forfeitures for all equity awards when they occur. Management estimates are necessary in determining compensation expense for stock options with performance-based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period from the date the performance conditions are determined to be probable of occurring through the implicit service period, which is the date the applicable conditions are expected to be met. If the performance conditions are not considered probable of being achieved, no expense is recognized until such time as the performance conditions are considered probable of being met, if ever. If the award is forfeited because the performance condition is not satisfied, previously recognized compensation cost is reversed. Management evaluates performance conditions on a quarterly basis. In the fourth quarter of 2021, management deemed the revenue performance targets related to certain performance option grants dated April 7, 2020 and August 4, 2020 as not probable of being met. This was primarily due to the pending divestiture of Microlab and its related revenues. Accordingly, the Company reversed $ 217,000 Income Taxes The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. The Company evaluates which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any limitations that may exist on its use of its net operating loss carry-forwards. Under ASC 740, the Company must recognize and disclose uncertain tax positions only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. The amounts recognized in the financial statements attributable to such position, if any, are recorded if there is a greater than 50% likelihood of being realized upon the ultimate resolution of the position. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition or disclosure in its consolidated financial statements. Earnings/(Loss) Per Common Share Basic earnings/(loss) per share is calculated by dividing net income/(loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method, the weighted average number of unvested restricted shares, the weighted-average number of restricted stock units and the weighted average number of warrants to purchase common stock outstanding for the period. Shares from stock options and warrants are included in the diluted earnings per share calculation only when exercise prices are lower than the average market value of the common shares for the period presented. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES 2022 2021 For the Years Ended December 31, 2022 2021 Weighted average common shares outstanding 21,701,831 22,049,636 Potentially dilutive equity awards 838,055 2,247,470 Weighted average common shares outstanding, assuming dilution 22,539,886 24,297,106 The weighted average number of options and warrants to purchase common stock not included in diluted loss per share because the effects are anti-dilutive, or the performance condition was not met in 2022, was 1,785,548 The weighted average number of options and warrants to purchase common stock not included in diluted loss per share because the effects are anti-dilutive, or the performance condition was not met in 2021, was 1,205,000 1,340,637 Recent Accounting Pronouncements Adopted in 2022 There were no material accounting pronouncement adoptions by the Company in fiscal year 2022. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326)

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 2 – DISCONTINUED OPERATIONS Microlab On December 16, 2021, the Company and its wholly owned subsidiary Microlab entered into a Membership Interest Purchase Agreement (the “Microlab Purchase Agreement”) with RF Industries, Ltd., a Nevada corporation (the “Buyer”) whereby the Buyer agreed to purchase 100 24,250,000 At closing the Company received approximately $ 22.8 150,000 100,000 1.1 225,000 150,000 23.1 4.2 600,000 The Transaction was treated as a sale of the assets and liabilities of Microlab to RF Industries, Ltd. for U.S. federal and applicable state income tax purposes. In accordance with ASC 205-20 Discontinued Operations The following table summarizes the significant items included in income from discontinued operations for Microlab, net of tax in the Consolidated Statement of Operations and Comprehensive Income/(Loss) for the twelve months ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET December 31, 2022 December 31, 2021 Twelve months ended December 31, 2022 December 31, 2021 Net revenues $ 2,477 $ 17,756 Cost of revenues 1,626 10,259 Gross profit 851 7,497 Operating expenses 693 3,317 Other expense Gain on divestiture, net of expenses 16,490 - Income from Discontinued Operations before income taxes 16,648 4,180 Income tax expense 3,643 791 Income from Discontinued Operations, net of income taxes $ 13,005 $ 3,389 The following table summarizes the carrying value of the significant classes of assets and liabilities of Microlab classified as discontinued operations as of December 31, 2021: Current Assets Accounts receivable, net $ 2,883 Inventories, net 3,986 Prepaid expenses and other current assets Total current assets 6,869 Property, plant and equipment, net 479 Goodwill 1,351 Other intangible assets Deferred tax asset 3,173 Other non current assets 165 Total non current assets 5,168 Total assets $ 12,037 Current liabilities Accounts payable $ 783 Accrued expenses and other current liabilities 1,182 Short term debt Deferred revenue Deferred income taxes Total current liabilities $ 1,965 On December 4, 2022, the Company, and its wholly owned subsidiary, Wireless Telecommunications Group, LTD, a company organized under the laws of England and Wales (“Holdings”), which owns 100 14.5 13.8 750,000 650,000 The CommAgility Transaction closed on December 30, 2022 and the Company received net proceeds of $ 12.2 13.8 1.6 750,000 650,000 100,000 100,000 69,000 31,000 In accordance with ASC 205-20 Discontinued Operations The following table summarizes the significant items included in income from discontinued operation for CommAgility, net of tax in the Consolidated Statement of Operations for the twelve months ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET December 31, 2022 December 31, 2021 Twelve months ended December 31, 2022 December 31, 2021 Net revenues $ 5,009 $ 8,813 Cost of revenues 2,174 4,187 Gross profit 2,835 4,626 Operating expenses 5,874 6,734 Other expense 162 Gain on divestiture, net of expenses 6,344 - Income from Discontinued Operations before income taxes 3,143 (2,108 ) Income tax (benefit) (900 ) (911 ) Income from Discontinued Operations, net of income taxes $ 4,043 $ (1,197 ) The following table summarizes the carrying value of the significant classes of assets and liabilities of CommAgility classified as discontinued operations as of December 31, 2021: Current Assets Accounts receivable, net $ 364 Inventories, net 648 Prepaid expenses and other current assets 1,295 Total current assets 2,307 Total current assets of discontinued operations 2,307 Property, plant and equipment, net 583 Goodwill and intangible assets, net 4,108 Other intangible assets 500 Total non current assets 5,191 Total non-current assets of discontinued operations 5,191 Total assets $ 7,497 Current liabilities Accounts payable $ 883 Accrued expenses and other current liabilities 794 Short term debt 42 Deferred revenue 384 Deferred income taxes 228 Total current liabilities $ 2,331 Long term liabilities Long term debt 295 Total non current liabilities $ 295 Total non-current liabilities of discontinued operations $ 295 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented. Microlab depreciation expense for the two months ended March 1, 2022 was not material. Microlab depreciation expense for the twelve months ended December 31, 2021 and included in the consolidated statement of cash flows was $ 254,000 360,000 984,000 97,000 488,000 238,000

ACQUISITION OF HOLZWORTH

ACQUISITION OF HOLZWORTH	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION OF HOLZWORTH	NOTE 3 – ACQUISITION OF HOLZWORTH On February 7, 2020, the Company completed the acquisition of all of the outstanding shares of Holzworth. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations The total purchase price for Holzworth was $ 13.5 12.7 773,000 487,890

DEBT

DEBT	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
DEBT	NOTE 4 – DEBT Termination of Muzinich Term Loan Facility and Bank of America N.A. Credit Facility On March 1, 2022, the Company repaid in full and terminated that certain Credit Agreement dated February 7, 2020, among the Company, its subsidiaries and Muzinich BDC, Inc., as amended on May 4, 2020, February 25, 2021, May 27, 2021, and September 28, 2021 (the “Term Loan Facility”). The Company repaid the outstanding principal balance of $ 4.1 600,000 The Company accounted for the termination of the Term Loan Facility and Credit Facility as an extinguishment of debt in accordance with ASC 470 Debt. 792,000 CIBLS Loan On May 27, 2021, CommAgility entered into the Coronavirus Business Interruption Loan Agreement (“CIBLS Loan”) with Lloyds Bank PLC (“Lloyds”). Under the terms of the CIBLS Loan CommAgility could draw up to a maximum of £ 250,000 2.35 On July 1, 2021, CommAgility executed a draw down of the maximum amount of £ 250,000 As of December 31, 2022, the Company has no outstanding debt obligations. Issuance of Stock Warrants Pursuant to the Term Loan Facility, the Company issued a Warrant, dated February 7, 2020 (the “Warrant”), to Muzinich. Under the Warrant, Muzinich has the right to purchase 266,167 1.3923 370,588 90-day volume weighted average price for shares of stock of the Company If the Additional Acquisition (as defined in Term Loan Facility 367,564 1.3923 511,765 90-day volume weighted average price for shares of stock of the Company The stock warrants issued to Muzinich are classified as equity. The fair value of the warrants, as calculated using the Black Scholes model as of the issuance date, was approximately $ 150,000 1.41 48.7 1.34

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
EQUITY	NOTE 5 - EQUITY On May 4, 2022, the Board of Directors of the Company authorized up to $ 4 1,683,160 2.5 On July 21, 2021, the Company entered into a Sales Agreement with B. Riley Securities, Inc. (the “Agent”), to issue and sell through the Agent, shares of the Company’s common stock, having an aggregate offering price of up to $ 12,000,000 From July 21, 2021 through August 6, 2021 the Agent sold 264,701 739,000 563,000 The registration statement pursuant to which the shares were sold expired on September 17, 2021 and was not renewed.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Leases
LEASES	NOTE 6 - LEASES The Company’s lease agreements consist of building leases for its operating locations and office equipment leases for printers and copiers with lease terms that range from less than 12 8 All of the Company’s leases are operating leases and are presented as right of use lease asset, short term lease liability and long term lease liability on the Consolidated Balance Sheets as of December 31, 2022 and 2021. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rate. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the lease term and is included in cost of revenues and general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Income/(Loss). Cash paid for amounts included in the present value of operating lease liabilities was $ 637,000 618,000 Operating lease costs were $ 988,000 934,000 304,000 The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of December 31, 2022. SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (in thousands) December 31, 2022 Maturity of Lease Liabilities 2023 $ 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 666 Less: imputed interest (51 ) Present Value of operating lease liabilities $ 615 Balance sheet classification Current lease liabilities $ 251 Long-term lease liabilities 364 Total operating lease liabilities $ 615 Other information Weighted-average remaining lease term (months) 34 Weighted-average discount rate for operating leases 5.88 %

REVENUE

REVENUE	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 7 – REVENUE Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied at a point in time. Nature of Products and Services Hardware The Company generally has one performance obligation in its arrangements involving the sales of our T&M products . When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers: ● when the Company has a present right to payment for the asset ● when the Company has transferred physical possession of the asset to the customer ● when the customer has the significant risks and rewards of ownership of the asset ● when the customer has accepted the asset Services Arrangements involving calibration and repair services of the Company’s products are generally considered a single performance obligation and are recognized as the services are rendered. Shipping and Handling Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues. Disaggregated Revenue We disaggregate our revenue from contracts with customers by product family and geographic location as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (in thousands). SCHEDULE OF DISAGGREGATED REVENUE Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Total net revenues by revenue type Noise generators and components 13,785 13,744 Power meters and analyzers 6,775 7,154 Services 1,807 1,778 Total net revenue $ 22,367 $ 22,676 Total net revenues by geographic areas Americas $ 16,177 $ 16,354 EMEA 2,828 2,508 APAC 3,362 3,814 Total net revenue $ 22,367 $ 22,676 Net revenues are attributable to a geographic area based on the destination of the product shipment. The majority of shipments in the Americas are to customers located within the United States. For the years ended December 31, 2022 and 2021, sales in the United States amounted to $ 15.9 15.1 For the year ended December 31, 2022, shipments to the EMEA region were largely concentrated in Germany and Israel. Shipments to Germany and Israel in 2022 amounted to $ 971,000 625,000 846,000 473,000 The largest concentration of shipments in the APAC region were to China and Hong Kong, where shipments amounted to $ 840,000 492,000 944,000 737,000

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 8 - GOODWILL AND INTANGIBLE ASSETS Goodwill consists of $ 6.0 Intangible assets consist of the following (in thousands): SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 2,310 $ (1,123 ) $ 1,187 Proprietary technology 1,550 (452 ) 1,098 Holzworth tradename 400 (97 ) 303 Total $ 4,260 $ (1,672 ) $ 2,588 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 2,310 $ (738 ) $ 1,572 Proprietary technology 1,550 (297 ) 1,253 Holzworth tradename 400 (64 ) 336 Total $ 4,258 $ (1,099 ) $ 3,161 Amortization of acquired intangible assets was $ 573,000 The estimated future amortization expense related to intangible assets is as follows as of December 31, 2022 (in thousands): SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 573 2024 573 2025 573 2026 220 2027 188 Thereafter 461 Total $ 2,588

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	NOTE 9 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, consist of the following as of December 31 (in thousands): SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 Machinery & computer equipment/software $ 5,153 $ 4,957 Furniture & fixtures 419 413 Leasehold improvements 1,348 1,165 Gross property, plant and equipment 6,920 6,535 Less: Accumulated depreciation 6,453 6,066 Net property, plant and equipment $ 467 $ 469 Depreciation expense of $ 400,000 340,000

OTHER ASSETS

OTHER ASSETS	12 Months Ended
	Dec. 31, 2022
Other Assets [Abstract]
OTHER ASSETS	NOTE 10 - OTHER ASSETS Other assets consist of the following as of December 31 (in thousands): SCHEDULE OF OTHER ASSETS 2022 2021 Product demo assets $ 139 $ 188 Security deposit 13 63 Other 33 33 Total $ 185 $ 284 Product demo assets are net of accumulated amortization expense of $ 502,000 397,000 17,000 84,000

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	12 Months Ended
	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	NOTE 11 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following as of December 31 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 Holzworth earnout (Year 1 and Year 2) $ - $ 2,942 Goods received not invoiced 148 281 Payroll and related benefits 193 427 Accrued bonus 625 485 Accrued commissions 461 439 Accrued professional fees 795 456 Sales and use tax 180 177 Holzworth deferred purchase price - 250 Warranty reserve 76 61 Other 215 318 Total $ 2,693 $ 5,836

ACCOUNTING FOR STOCK BASED COMP

ACCOUNTING FOR STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
ACCOUNTING FOR STOCK BASED COMPENSATION	NOTE 12 - ACCOUNTING FOR STOCK BASED COMPENSATION The Company follows the provisions of ASC 718 Compensation-Stock Compensation 1,018,000 474,000 Incentive Compensation Plan In 2012, the Company’s Board of Directors and shareholders approved the 2012 Incentive Compensation Plan (the “Initial 2012 Plan”), which provides for the grant of equity, including restricted stock awards, restricted stock units, non-qualified stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the Company’s future growth and success. When originally approved, the Initial 2012 Plan provided for the grant of awards relating to 2 1.6 no In the second quarter of 2021, the Company’s Board of Directors and shareholders approved the 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), which provides for the grant of equity-based and cash incentives, including stock awards, stock unit awards, performance unit awards, non-qualified stock options, incentive stock options and cash awards, including dividend equivalent rights to employees, officers, directors or other service providers of the Company who are expected to contribute to the Company’s future growth and success. The 2021 Incentive Plan provides for the grant of awards relating to 1.5 378,125 All service-based (time vesting) options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are approved by the Company’s compensation committee of the Board of Directors. Under the 2012 Plan and 2021 Incentive Plan, options may be granted to purchase shares of the Company’s common stock exercisable only at prices equal to or above the fair market value on the date of the grant. The following summarizes the components of stock-based compensation expense for the years ending December 31 (in thousands): SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE 2022 2021 Service based restricted stock awards $ 815 $ 154 Service based restricted stock units 254 240 Performance based stock options - (89 ) Service based stock options (51 ) 11 $ 1,018 $ 316 During the twelve months ended December 31, 2022 the Company reversed $ 52,000 144,000 As of December 31, 2022, there were no 205,000 1 66,000 7 As of December 31, 2021, $ 2,000 1.0 451,000 1.8 253,000 6 In the fourth quarter 2021, management deemed the revenue performance targets related to certain performance option grants dated April 7, 2020 and August 4, 2020 as not probable of being met. This was primarily due to the pending divestiture of Microlab and its related revenues. Accordingly, the Company reversed $ 217,000 Restricted Common Stock Awards A summary of the status of the Company’s non-vested restricted common stock, as granted under the Company’s approved equity compensation plans, as of December 31, 2022 and 2021, and changes during the twelve months ended December 31, 2022 and 2021, are presented below: SCHEDULE OF NON-VESTED RESTRICTED STOCK UNITS ACTIVITY 2022 2021 Non-vested Restricted Shares Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested as of January 1 357,336 $ 1.84 200,670 $ 1.52 Granted 370,000 $ 1.95 255,000 $ 1.98 Vested and issued (167,086 ) $ 1.85 (98,334 ) $ 1.61 Forfeited (163,750 ) $ 1.70 - - Non-vested as of December 31 396,500 $ 2.00 357,336 $ 1.84 On January 6, 2022, the Compensation Committee of the Board of Directors approved the grant of restricted common stock awards to named executive officers Tim Whelan, Mike Kandell, Dan Monopoli and Alfred Rodriguez of 125,000 75,000 50,000 50,000 2.11 On June 16, 2022 and July 5, 2022, two employees were granted restricted stock in the amounts of 20,000 50,000 two years 1.28 1.26 In the fourth quarter 2021, the Company granted 23 employees restricted common stock awards that vest over 2 years subject to continued employment through each vesting date. If an employee’s service with the Company terminates before the restricted awards are fully vested, then the shares that are not then fully vested are forfeited and immediately returned to the Company. The following table summarizes the restricted common stock awards granted during the years ended December 31, 2022 and 2021 under the Company’s approved equity compensation plans: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK AND RESTRICTED STOCK UNITS ACTIVITY Number of Shares Fair Market Value per Granted Share Vesting Number of Shares Fair Market Value per Granted Share Vesting 2022 1/7/22 – Service grant – Employee 300,000 $ 2.11 Annual vesting through January 2024 6/16/22 – Service grant – Employee 20,000 $ 1.28 Annual vesting through June 2024 7/8/22 – Service grant – Employee 50,000 $ 1.26 Annual vesting through July 2024 2021 10/12/21 – Service grant - Employee 55,000 $ 2.03 Annual vesting through October 2023 10/18/21 – Service grant - Employee 105,000 $ 1.96 Annual vesting through October 2023 10/28/21 – Service grant - Employee 75,000 $ 2.12 Annual vesting through October 2023 12/6/21 – Service grant - Employee 20,000 $ 1.76 Annual vesting through December 2023 Restricted Stock Units: In fiscal 2022 and fiscal 2021, the Company granted Restricted Stock Units (“RSU”) to each of our board members. Each RSU represents the Company’s obligation to issue one share of the Company’s common stock subject to the RSU award agreement and the 2021 Inventive Plan and 2012 Plan, respectively. The RSUs vest on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to death or disability, provided the board member has rendered continuous service to the Company as a member of the board of directors from grant date to vesting date. Once vested, the RSU will be settled by delivery of shares to the board member no later than 30 days following: 1) the third anniversary of the grant date, 2) separation from service following, or coincident with, a vesting date, or 3) a change in control. A summary of the status of the Company’s non-vested restricted stock units, as granted under the Company’s approved equity compensation plans, as of December 31, 2022 and 2021, and changes during the twelve months ended December 31, 2022 and 2021, are presented below: 2022 2021 Non-vested Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested as of January 1 150,000 $ 2.70 161,507 $ 1.21 Granted 125,000 $ 1.53 154,400 $ 2.68 Vested and issued (150,000 ) $ 2.70 (165,907 ) $ 1.23 Forfeited - - - - Non-vested as of December 31 125,000 $ 1.53 150,000 $ 2.70 The following table summarizes the restricted common stock units granted during the years ended December 31, 2022 and 2021 under the Company’s approved equity compensation plans: Number of Shares Fair Market Value per Granted Share Vesting Number of Shares Fair Market Value per Granted Share Vesting 2022 8/8/2022 – Service grant – Board of Directors 125,000 $ 1.53 August 8, 2023 2021 4/1/2021 - Service grant – Board of Directors 4,400 $ 1.85 Annual board meeting – June 2021 8/2/2021 – Service grant – Board of Directors 150,000 $ 2.70 August 2, 2022 Performance-Based Stock Option Awards On August 4, 2020 the Company granted 150,000 On April 7, 2020 the Company granted 970,000 The performance options granted on both August 4 and April 7, 2020 vest when the Company achieves consolidated revenue targets as outlined in the schedule below: Consolidated annualized gross revenues $ 55.0 25% Consolidated annualized gross revenues $ 61.5 50% Consolidated annualized gross revenues $69.0 75% Consolidated annualized gross revenues $ 77.5 100% Consolidated annualized gross revenues include revenue from Holzworth from acquisition date (February 7, 2020) forward, but do not include any additional acquisitions from February 7, 2020 forward. Consolidated annualized gross revenues is calculated on a calendar year basis (i.e. twelve months ended December 31). In accordance with ASC 718 , 217,000 A summary of performance-based stock option activity, and related information for the years ended December 31, 2022 and December 31, 2021 follows: SCHEDULE OF STOCK OPTION ACTIVITY 2022 2021 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding as of January 1 1,205,000 $ 1.52 1,205,000 $ 1.52 Granted - - - - Exercised - - - - Forfeited (425,000 ) $ 1.52 - - Expired - - - - Outstanding as of December 31 780,000 $ 1.46 1,205,000 $ 1.52 Exercisable at December 31 - - - - No performance-based stock options were granted in 2022 or 2021. As of December 31, 2022, none of the performance-based stock options outstanding were exercisable as the performance conditions were not met. The aggregate intrinsic value of performance-based stock options outstanding that were “in the money” (exercise price was lower than market price) as of December 31, 2021 was $ 257,000 7 As of December 31, 2021, none of the performance-based stock options outstanding were exercisable as the performance conditions were not met. The aggregate intrinsic value of performance-based stock options outstanding that were “in the money” (exercise price was lower than market price) as of December 31, 2021 was $ 862,000 7.9 The range of exercise prices of outstanding performance-based options at December 31, 2022 is $ 1.12 1.83 1.46 Service-Based Stock Option Awards A summary of service-based stock option activity and related information for the years ended December 31, 2022 and 2021 follows: SCHEDULE OF STOCK OPTION ACTIVITY 2022 2021 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding as of January 1 1,785,000 $ 1.52 1,925,000 $ 1.52 Granted - - - - Exercised (140,000 ) $ 1.41 (140,000 ) $ 0.83 Forfeited (140,000 ) $ 1.62 - - Expired - - - - Outstanding as of December 31 1,505,000 $ 1.53 1,785,000 $ 1.52 Exercisable at December 31 1,505,000 $ 1.53 1,785,000 $ 1.53 No service-based stock options were granted in 2022 or 2021. The aggregate intrinsic value of exercisable and non-exercisable service-based stock options outstanding that were “in the money” (exercise price was lower than the market price) as of December 31, 2021 was $ 408,000 4.0 The aggregate intrinsic value of exercisable and non-exercisable service-based stock options outstanding that were “in the money” (exercise price was lower than the market price) as of December 31, 2021 was $ 1.2 5.0 The range of exercise prices of outstanding service-based options at December 31, 2021 is $ 1.30 1.92 1.53

SEGMENT AND RELATED INFORMATION

SEGMENT AND RELATED INFORMATION	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SEGMENT AND RELATED INFORMATION	NOTE 13 - SEGMENT AND RELATED INFORMATION As a result of the Microlab and CommAgility divestitures and the reclassification of their results of operations to discontinued operations in accordance with ASC 205-20, the Company’s results from continuing operations are considered one

RETIREMENT PLAN

RETIREMENT PLAN	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
RETIREMENT PLAN	NOTE 14 - RETIREMENT PLAN The Company has a 401(k) profit sharing plan covering all eligible U.S. employees. Company contributions to the plan for the years ended December 31, 2022 and 2021 amounted to $ 187,000 88,000

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 15 - INCOME TAXES The components of income tax (benefit) related to net income/(loss) from operations are as follows (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX (BENEFIT)/EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Current: Federal $ (301 ) $ (619 ) Current Federal $ (301 ) $ (619 ) State (24 ) 108 Current State (24 ) 108 Deferred: Federal (430 ) (35 ) Deferred Federal (430 ) (35 ) State 24 (8 ) Deferred State 24 (8 ) Total $ (731 ) $ (554 ) The following is a reconciliation of the maximum statutory federal tax rate to the Company’s effective tax relative to operations: SCHEDULE OF EFFECTIVE TAX RELATIVE OPERATIONS RECONCILIATION OF MAXIMUM STATUTORY FEDERAL TAX RATE 2022 2021 Years Ended December 31, 2022 2021 % of Pre Tax Earnings % of Pre Tax Earnings Statutory federal income tax rate (21.0 )% (21.0 )% State income tax net of federal tax benefit 0.9 7.0 Change in valuation allowance (0.9 ) - Gain on extinguishment of PPP Loan - (34.5 ) Permanent differences (0.2 ) 3.7 Other (1.7 ) 0.3 Total (22.9 )% (44.5 )% In 2022, there were no material differences between the statutory rate and the effective tax rate. In 2021, the difference between the statutory and effective tax rate is due primarily to the gain on extinguishment of the Payroll Protection Program loan. The components of deferred income taxes are as follows (in thousands): SCHEDULE OF COMPONENTS DEFERRED INCOME TAXES 2022 2021 Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,921 $ 3,830 Inventory 328 363 Research and development credit 1,010 648 Stock compensation 423 280 Lease liability 163 357 Goodwill and intangible assets 306 388 Other 150 185 Gross deferred tax assets 6,301 6,051 Less valuation allowance (3,166 ) (3,153 ) Total deferred tax asset $ 3,135 $ 2,898 Deferred tax liabilities: Fixed assets (99 ) (144 ) Right of use asset (123 ) (347 ) Total deferred tax liability $ (222 ) $ (491 ) Net deferred tax asset $ 2,913 $ 2,407 The Company recognized a net taxable gain in connection with the Microlab and CommAgility divestitures which resulted in utilization of a portion of our federal and NJ state net operating loss carryforwards. The Company has domestic federal and state net operating loss carryforwards as of December 31, 2022 of approximately $ 5.2 million and $ 33.3 begin to expire in 2029 689,000 Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income on a federal and N.J. basis in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses. The Company’s valuation allowances of approximately $ 3.2 The Company does not have any material unrecognized tax positions and does not anticipate a significant increase or decrease in unrecognized tax positions within the next twelve months.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 16 - COMMITMENTS AND CONTINGENCIES Warranties The Company typically provides one to three year warranties on all of its products covering both parts and labor. The Company, at its option, repairs or replaces products that are defective during the warranty period if the proper preventive maintenance procedures have been followed by its customers. Risks and Uncertainties Environmental risks As a result of the Microlab divestiture, the Company filed a General Information Notice with the New Jersey Department of Environmental Protection (“NJDEP”) for our corporate headquarters in Parsippany, N.J. in accordance with the New Jersey Industrial Site Recovery Act (“ISRA”). Additionally, the Company engaged a Licensed Site Remediation Professional (“LSRP”) to perform a Preliminary Assessment (“PA”) and Site Investigation (“SI”) in accordance with the provisions of ISRA. In accordance with ISRA, in February 2022, the Company posted a $ 100,000 In December 2022, the Company received an SI report from the LSRP. The SI report identified several areas requiring additional investigation most notably elevated concentrations of hazardous substances in the groundwater that were above state and federal limits. The SI report also stated that it appears the groundwater contamination predates our occupancy at our headquarters. We engaged our LSRP to perform additional testing in the first quarter of 2023 to further refine the Company’s understanding of the contamination. As a result of the testing performed in the first quarter of 2023, it is suspected that the groundwater contamination originated from an offsite source. Further testing is being conducted to validate the findings. As the Company believes that hazardous substances in soil and groundwater at our Parsippany headquarters predate our occupancy and/or were caused by unrelated third parties, we believe that others, and not the Company, should be responsible for the cost of remediation. However, we cannot guarantee that we will be successful in absolving the Company of the remediation liability. Based on our reasonable position that we did not cause the contamination we do not think our potential liability would be material. In fiscal 2022 the Company incurred approximately $ 140,000 General operating risks Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect our results of operations. If inflation continues to rise and further impact the cost of energy and raw materials, we may not be able to offset cost increases to our products through price adjustments without negatively impacting consumer demand, which could adversely affect our sales and results of operations. Proprietary information and know-how are important to the Company’s commercial success. There can be no assurance that others will not either develop independently the same or similar information or obtain and use proprietary information of the Company. Certain key employees have signed confidentiality and non-compete agreements regarding the Company’s proprietary information. The Company believes that its products do not infringe the proprietary rights of third parties. There can be no assurance, however, that third parties will not assert infringement claims in the future. The Company’s deferred tax asset is recorded at tax rates expected to be in existence when those assets are utilized. Should the tax rates change materially in the future the amount of deferred tax asset could be materially impacted.

DESCRIPTION OF COMPANY AND SU_2

DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is pursuing strategic alternatives to accelerate the realization of value for our shareholders. On January 1, 2022, the Company was comprised of Wireless Telecom Group, Inc., doing business as, and operating under the trade name NoiseCom, Inc., and its wholly owned subsidiaries including Boonton Electronics Corporation, Microlab/FXR, Wireless Telecommunications Group Ltd., CommAgility Limited and Holzworth Instrumentation, Inc. (NoiseCom, Inc., Boonton Electronics Corporation, Microlab/FXR LLC, CommAgility Limited Ltd., and Holzworth Instrumentation, Inc. are hereinafter referred to as “Noisecom”, “Boonton”, “Microlab”, “CommAgility” and “Holzworth”, respectively). Our product groups were organized as follows: Radio Frequency Components (“RFC”) was comprised of our Microlab brand; Radio, Baseband, Software (“RBS”) was comprised of our CommAgility brand; and Test and Measurement (“T&M”) was comprised of our Boonton, Noisecom and Holzworth brands. As more fully described in Note 2 below, on March 1, 2022, the Company completed the sale of Microlab to RF Industries, Ltd and on December 30, 2022 completed the sale of CommAgility to E-Space Acquisitions, LLC. Subsequent to the divestitures of Microlab and CommAgility, the Company is comprised of the T&M business which is made up of our Boonton, Noisecom and Holzworth brands. The T&M business provides radio frequency (“RF”) and microwave test equipment and low phase noise RF synthesizers to equipment manufacturers, aerospace and defense companies, military and government agencies, satellite communication companies, semiconductor companies and other global technology companies. In accordance with applicable accounting guidance, the results of Microlab and CommAgility are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of Microlab and CommAgility as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2021. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Our consolidated financial statements from continuing operations include the accounts of Noisecom, Boonton and Holzworth. The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. We base our assumptions, judgements and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Accordingly, actual results could differ from those estimates. The most significant estimates and assumptions include management’s analysis in support of inventory valuation, accounts receivable valuation, valuation of deferred tax assets, returns reserves, warranty accruals, goodwill and intangible assets, estimated fair values of stock options and vesting periods of performance-based stock options and restricted stock. At least quarterly, we evaluate our assumptions, judgements and estimates, and make changes as deemed necessary.
Concentrations of Credit Risk, Purchases and Fair Value	Concentrations of Credit Risk, Purchases and Fair Value Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. For the years ended December 31, 2022 and December 31, 2021, one customer accounted for 15 13 17 11 For the year ended December 31, 2022, two suppliers accounted for approximately 33 37
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents represent deposits in banks and highly liquid investments purchased with maturities of three months or less at the date of purchase.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount owed by the customer, net of allowances for doubtful accounts. Estimated allowances for doubtful accounts are reviewed periodically taking into account the customer’s recent payment history, the customer’s current financial statements and other information regarding the customer’s credit worthiness. Account balances are charged off against the allowance when it is determined the receivable will not be recovered.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. Inventory cost is determined on an average cost basis. Net realizable value is based upon an estimated average selling price reduced by estimated costs of completion, disposal and transportation. Reductions in inventory valuation are included in cost of revenues in the accompanying Consolidated Statements of Operations and Comprehensive Income/Loss. Finished goods and work-in-process include material, labor and overhead expenses. The Company reviews inventory for excess and obsolescence based on best estimates of future demand, product lifecycle status and product development plans. The Company uses historical information along with these future estimates to reduce the inventory cost basis. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventory carrying value is net of inventory reserves of approximately $ 499,000 468,000 SCHEDULE OF INVENTORY CURRENT Inventories consist of (in thousands): December 31, December 31, 2022 2021 Raw materials $ 3,450 $ 2,684 Work-in-process 553 492 Finished goods 1,084 1,263 Inventory net $ 5,087 $ 4,439
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally consist of prepaid U.S. federal and state taxes, prepaid insurance, prepaid maintenance agreements and the short-term portion of debt issuance costs. Prepaid U.S. federal and state taxes included in prepaid and other current assets was $ 866,000
Property, Plant and Equipment	Property, Plant and Equipment Property, plant and equipment are reflected at cost, less accumulated depreciation. Upon application of acquisition accounting, property, plant and equipment are measured at estimated fair value as of the acquisition date to establish a new historical cost basis. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for the property, plant and equipment are: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and computer equipment/software 3 8 Furniture and fixtures 5 7 Leasehold improvements are amortized over the shorter of the remaining term of the lease or the estimated economic life of the improvement. Repairs and maintenance are charged to operations as incurred; renewals and betterments are capitalized.
Business Combinations	Business Combinations The Company uses the acquisition method of accounting for business combinations which requires the tangible and intangible assets acquired and liabilities assumed to be recorded at their respective fair market value as of the acquisition date. Goodwill represents the excess of the consideration transferred over the fair value of the net assets acquired. The fair values of the assets acquired and liabilities assumed are determined based upon the Company’s valuation and involves making significant estimates and assumptions based on facts and circumstances that existed as of the acquisition date. The Company uses a measurement period following the acquisition date to gather information that existed as of the acquisition date that is needed to determine the fair value of the assets acquired and liabilities assumed. The measurement period ends once all information is obtained, but no later than one year from the acquisition date.
Goodwill	Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is evaluated for impairment annually, or more frequently if events occur or circumstances change that would indicate that goodwill might be impaired, by first performing a qualitative evaluation of events and circumstances impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. The Company has one reporting unit with goodwill which is Holzworth. The Company’s qualitative assessment of Holzworth goodwill in the fourth quarter of 2022 indicated no impairment.
Intangible and Long-lived Assets	Intangible and Long-lived Assets Intangible assets include acquired technology, customer relationships and tradenames. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from ten to fourteen years. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell. The estimated useful lives of intangible and long-lived assets are based on many factors including assumptions regarding the effects of obsolescence, demand, competition and other economic factors, expectations regarding the future use of the asset, and our historical experience with similar assets. The assumptions used to determine the estimated useful lives could change due to numerous factors including product demand, market conditions, technological developments, economic conditions and competition.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. In fiscal 2021, the Company’s term loan and revolving credit facility yielded interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximated fair value.
Contingent Consideration	Contingent Consideration A portion of the Holzworth purchase consideration was contingent upon certain financial targets (“Holzworth earnout”) and required the Company to estimate the fair value of the earnout using estimated gross revenues and Adjusted EBITDA and scenarios for earnout periods. The liability was adjusted in 2021 and a loss on change in fair value of contingent consideration was recorded in the Consolidated Statement of Operations and Comprehensive Income/(Loss). The estimate of this contingent consideration was considered a Level 3 fair value measurement. As of December 31, 2022, all Holzworth contingent consideration had been paid.
Foreign Currency Translation	Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Consolidated Statements of Changes in Shareholders’ Equity. Aggregate foreign currency gains and losses, such as those resulting from the settlement of receivables or payables in a currency other than the subsidiary’s functional currency, are recorded in the Consolidated Statements of Operations and Comprehensive Income/(Loss) (included in other income/expense). Foreign currency transaction gains were $ 52,000 40,000
Other Comprehensive Income/(Loss)	Other Comprehensive Income/(Loss) Other comprehensive income/(loss) is recorded directly to a separate section of shareholders’ equity in accumulated other comprehensive income and includes unrealized gains and losses excluded from net income/(loss). These unrealized gains and losses consist of changes in foreign currency translation.
Research and Development Costs	Research and Development Costs Research and development (R&D) costs are charged to operations when incurred. R&D costs include salaries and benefits, depreciation expense on equipment used for R&D purposes and third-party material and consulting costs, if clearly related to an R&D activity. The amounts charged to operations for R&D costs for the year ended December 31, 2022 and 2021 were $ 1.8 1.7
Advertising Costs	Advertising Costs Advertising expenses are charged to operations during the year in which they are incurred and were $ 268,000 279,000
Stock-Based Compensation	Stock-Based Compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” which requires that compensation expense be recognized, based on the fair value of the equity awards on the date of grant. The fair value of restricted share awards and restricted stock unit awards is determined using the market value of our common stock on the date of the grant. The fair value of stock options at the date of grant are estimated using the Black-Scholes option pricing model. When performance-based stock options are granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107) when determining assumptions. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of our shares using daily price observations over an observation period that approximates the expected life of the options. The risk-free rate is based on the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The Company accounts for forfeitures for all equity awards when they occur. Management estimates are necessary in determining compensation expense for stock options with performance-based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period from the date the performance conditions are determined to be probable of occurring through the implicit service period, which is the date the applicable conditions are expected to be met. If the performance conditions are not considered probable of being achieved, no expense is recognized until such time as the performance conditions are considered probable of being met, if ever. If the award is forfeited because the performance condition is not satisfied, previously recognized compensation cost is reversed. Management evaluates performance conditions on a quarterly basis. In the fourth quarter of 2021, management deemed the revenue performance targets related to certain performance option grants dated April 7, 2020 and August 4, 2020 as not probable of being met. This was primarily due to the pending divestiture of Microlab and its related revenues. Accordingly, the Company reversed $ 217,000
Income Taxes	Income Taxes The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. The Company evaluates which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any limitations that may exist on its use of its net operating loss carry-forwards. Under ASC 740, the Company must recognize and disclose uncertain tax positions only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. The amounts recognized in the financial statements attributable to such position, if any, are recorded if there is a greater than 50% likelihood of being realized upon the ultimate resolution of the position. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition or disclosure in its consolidated financial statements.
Earnings/(Loss) Per Common Share	Earnings/(Loss) Per Common Share Basic earnings/(loss) per share is calculated by dividing net income/(loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method, the weighted average number of unvested restricted shares, the weighted-average number of restricted stock units and the weighted average number of warrants to purchase common stock outstanding for the period. Shares from stock options and warrants are included in the diluted earnings per share calculation only when exercise prices are lower than the average market value of the common shares for the period presented. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES 2022 2021 For the Years Ended December 31, 2022 2021 Weighted average common shares outstanding 21,701,831 22,049,636 Potentially dilutive equity awards 838,055 2,247,470 Weighted average common shares outstanding, assuming dilution 22,539,886 24,297,106 The weighted average number of options and warrants to purchase common stock not included in diluted loss per share because the effects are anti-dilutive, or the performance condition was not met in 2022, was 1,785,548 The weighted average number of options and warrants to purchase common stock not included in diluted loss per share because the effects are anti-dilutive, or the performance condition was not met in 2021, was 1,205,000 1,340,637
Recent Accounting Pronouncements Adopted in 2022	Recent Accounting Pronouncements Adopted in 2022 There were no material accounting pronouncement adoptions by the Company in fiscal year 2022.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326)

DESCRIPTION OF COMPANY AND SU_3

DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF INVENTORY CURRENT	SCHEDULE OF INVENTORY CURRENT Inventories consist of (in thousands): December 31, December 31, 2022 2021 Raw materials $ 3,450 $ 2,684 Work-in-process 553 492 Finished goods 1,084 1,263 Inventory net $ 5,087 $ 4,439
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES	Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for the property, plant and equipment are: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and computer equipment/software 3 8 Furniture and fixtures 5 7
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES	SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES 2022 2021 For the Years Ended December 31, 2022 2021 Weighted average common shares outstanding 21,701,831 22,049,636 Potentially dilutive equity awards 838,055 2,247,470 Weighted average common shares outstanding, assuming dilution 22,539,886 24,297,106

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Microlab [Member]
SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET	The following table summarizes the significant items included in income from discontinued operations for Microlab, net of tax in the Consolidated Statement of Operations and Comprehensive Income/(Loss) for the twelve months ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET December 31, 2022 December 31, 2021 Twelve months ended December 31, 2022 December 31, 2021 Net revenues $ 2,477 $ 17,756 Cost of revenues 1,626 10,259 Gross profit 851 7,497 Operating expenses 693 3,317 Other expense Gain on divestiture, net of expenses 16,490 - Income from Discontinued Operations before income taxes 16,648 4,180 Income tax expense 3,643 791 Income from Discontinued Operations, net of income taxes $ 13,005 $ 3,389 The following table summarizes the carrying value of the significant classes of assets and liabilities of Microlab classified as discontinued operations as of December 31, 2021: Current Assets Accounts receivable, net $ 2,883 Inventories, net 3,986 Prepaid expenses and other current assets Total current assets 6,869 Property, plant and equipment, net 479 Goodwill 1,351 Other intangible assets Deferred tax asset 3,173 Other non current assets 165 Total non current assets 5,168 Total assets $ 12,037 Current liabilities Accounts payable $ 783 Accrued expenses and other current liabilities 1,182 Short term debt Deferred revenue Deferred income taxes Total current liabilities $ 1,965
CommAgility [Member]
SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET	The following table summarizes the significant items included in income from discontinued operation for CommAgility, net of tax in the Consolidated Statement of Operations for the twelve months ended December 31, 2022 and 2021 (in thousands): SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET December 31, 2022 December 31, 2021 Twelve months ended December 31, 2022 December 31, 2021 Net revenues $ 5,009 $ 8,813 Cost of revenues 2,174 4,187 Gross profit 2,835 4,626 Operating expenses 5,874 6,734 Other expense 162 Gain on divestiture, net of expenses 6,344 - Income from Discontinued Operations before income taxes 3,143 (2,108 ) Income tax (benefit) (900 ) (911 ) Income from Discontinued Operations, net of income taxes $ 4,043 $ (1,197 ) The following table summarizes the carrying value of the significant classes of assets and liabilities of CommAgility classified as discontinued operations as of December 31, 2021: Current Assets Accounts receivable, net $ 364 Inventories, net 648 Prepaid expenses and other current assets 1,295 Total current assets 2,307 Total current assets of discontinued operations 2,307 Property, plant and equipment, net 583 Goodwill and intangible assets, net 4,108 Other intangible assets 500 Total non current assets 5,191 Total non-current assets of discontinued operations 5,191 Total assets $ 7,497 Current liabilities Accounts payable $ 883 Accrued expenses and other current liabilities 794 Short term debt 42 Deferred revenue 384 Deferred income taxes 228 Total current liabilities $ 2,331 Long term liabilities Long term debt 295 Total non current liabilities $ 295 Total non-current liabilities of discontinued operations $ 295

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES	The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of December 31, 2022. SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (in thousands) December 31, 2022 Maturity of Lease Liabilities 2023 $ 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 666 Less: imputed interest (51 ) Present Value of operating lease liabilities $ 615 Balance sheet classification Current lease liabilities $ 251 Long-term lease liabilities 364 Total operating lease liabilities $ 615 Other information Weighted-average remaining lease term (months) 34 Weighted-average discount rate for operating leases 5.88 %

REVENUE (Tables)

REVENUE (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
SCHEDULE OF DISAGGREGATED REVENUE	SCHEDULE OF DISAGGREGATED REVENUE Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Total net revenues by revenue type Noise generators and components 13,785 13,744 Power meters and analyzers 6,775 7,154 Services 1,807 1,778 Total net revenue $ 22,367 $ 22,676 Total net revenues by geographic areas Americas $ 16,177 $ 16,354 EMEA 2,828 2,508 APAC 3,362 3,814 Total net revenue $ 22,367 $ 22,676

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	Intangible assets consist of the following (in thousands): SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 2,310 $ (1,123 ) $ 1,187 Proprietary technology 1,550 (452 ) 1,098 Holzworth tradename 400 (97 ) 303 Total $ 4,260 $ (1,672 ) $ 2,588 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 2,310 $ (738 ) $ 1,572 Proprietary technology 1,550 (297 ) 1,253 Holzworth tradename 400 (64 ) 336 Total $ 4,258 $ (1,099 ) $ 3,161
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE	The estimated future amortization expense related to intangible assets is as follows as of December 31, 2022 (in thousands): SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 573 2024 573 2025 573 2026 220 2027 188 Thereafter 461 Total $ 2,588

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT	Property, plant and equipment, consist of the following as of December 31 (in thousands): SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 Machinery & computer equipment/software $ 5,153 $ 4,957 Furniture & fixtures 419 413 Leasehold improvements 1,348 1,165 Gross property, plant and equipment 6,920 6,535 Less: Accumulated depreciation 6,453 6,066 Net property, plant and equipment $ 467 $ 469

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Other Assets [Abstract]
SCHEDULE OF OTHER ASSETS	Other assets consist of the following as of December 31 (in thousands): SCHEDULE OF OTHER ASSETS 2022 2021 Product demo assets $ 139 $ 188 Security deposit 13 63 Other 33 33 Total $ 185 $ 284

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	Accrued expenses and other current liabilities consist of the following as of December 31 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 Holzworth earnout (Year 1 and Year 2) $ - $ 2,942 Goods received not invoiced 148 281 Payroll and related benefits 193 427 Accrued bonus 625 485 Accrued commissions 461 439 Accrued professional fees 795 456 Sales and use tax 180 177 Holzworth deferred purchase price - 250 Warranty reserve 76 61 Other 215 318 Total $ 2,693 $ 5,836

ACCOUNTING FOR STOCK BASED CO_2

ACCOUNTING FOR STOCK BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE	The following summarizes the components of stock-based compensation expense for the years ending December 31 (in thousands): SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE 2022 2021 Service based restricted stock awards $ 815 $ 154 Service based restricted stock units 254 240 Performance based stock options - (89 ) Service based stock options (51 ) 11 $ 1,018 $ 316
SCHEDULE OF NON-VESTED RESTRICTED STOCK UNITS ACTIVITY	A summary of the status of the Company’s non-vested restricted common stock, as granted under the Company’s approved equity compensation plans, as of December 31, 2022 and 2021, and changes during the twelve months ended December 31, 2022 and 2021, are presented below: SCHEDULE OF NON-VESTED RESTRICTED STOCK UNITS ACTIVITY 2022 2021 Non-vested Restricted Shares Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested as of January 1 357,336 $ 1.84 200,670 $ 1.52 Granted 370,000 $ 1.95 255,000 $ 1.98 Vested and issued (167,086 ) $ 1.85 (98,334 ) $ 1.61 Forfeited (163,750 ) $ 1.70 - - Non-vested as of December 31 396,500 $ 2.00 357,336 $ 1.84 2022 2021 Non-vested Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested as of January 1 150,000 $ 2.70 161,507 $ 1.21 Granted 125,000 $ 1.53 154,400 $ 2.68 Vested and issued (150,000 ) $ 2.70 (165,907 ) $ 1.23 Forfeited - - - - Non-vested as of December 31 125,000 $ 1.53 150,000 $ 2.70
SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK AND RESTRICTED STOCK UNITS ACTIVITY	The following table summarizes the restricted common stock awards granted during the years ended December 31, 2022 and 2021 under the Company’s approved equity compensation plans: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK AND RESTRICTED STOCK UNITS ACTIVITY Number of Shares Fair Market Value per Granted Share Vesting Number of Shares Fair Market Value per Granted Share Vesting 2022 1/7/22 – Service grant – Employee 300,000 $ 2.11 Annual vesting through January 2024 6/16/22 – Service grant – Employee 20,000 $ 1.28 Annual vesting through June 2024 7/8/22 – Service grant – Employee 50,000 $ 1.26 Annual vesting through July 2024 2021 10/12/21 – Service grant - Employee 55,000 $ 2.03 Annual vesting through October 2023 10/18/21 – Service grant - Employee 105,000 $ 1.96 Annual vesting through October 2023 10/28/21 – Service grant - Employee 75,000 $ 2.12 Annual vesting through October 2023 12/6/21 – Service grant - Employee 20,000 $ 1.76 Annual vesting through December 2023 The following table summarizes the restricted common stock units granted during the years ended December 31, 2022 and 2021 under the Company’s approved equity compensation plans: Number of Shares Fair Market Value per Granted Share Vesting Number of Shares Fair Market Value per Granted Share Vesting 2022 8/8/2022 – Service grant – Board of Directors 125,000 $ 1.53 August 8, 2023 2021 4/1/2021 - Service grant – Board of Directors 4,400 $ 1.85 Annual board meeting – June 2021 8/2/2021 – Service grant – Board of Directors 150,000 $ 2.70 August 2, 2022
Performance Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF STOCK OPTION ACTIVITY	A summary of performance-based stock option activity, and related information for the years ended December 31, 2022 and December 31, 2021 follows: SCHEDULE OF STOCK OPTION ACTIVITY 2022 2021 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding as of January 1 1,205,000 $ 1.52 1,205,000 $ 1.52 Granted - - - - Exercised - - - - Forfeited (425,000 ) $ 1.52 - - Expired - - - - Outstanding as of December 31 780,000 $ 1.46 1,205,000 $ 1.52 Exercisable at December 31 - - - -
Service Based Stock Option Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF STOCK OPTION ACTIVITY	A summary of service-based stock option activity and related information for the years ended December 31, 2022 and 2021 follows: SCHEDULE OF STOCK OPTION ACTIVITY 2022 2021 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding as of January 1 1,785,000 $ 1.52 1,925,000 $ 1.52 Granted - - - - Exercised (140,000 ) $ 1.41 (140,000 ) $ 0.83 Forfeited (140,000 ) $ 1.62 - - Expired - - - - Outstanding as of December 31 1,505,000 $ 1.53 1,785,000 $ 1.52 Exercisable at December 31 1,505,000 $ 1.53 1,785,000 $ 1.53

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF COMPONENTS OF INCOME TAX (BENEFIT)/EXPENSE	The components of income tax (benefit) related to net income/(loss) from operations are as follows (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX (BENEFIT)/EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Current: Federal $ (301 ) $ (619 ) Current Federal $ (301 ) $ (619 ) State (24 ) 108 Current State (24 ) 108 Deferred: Federal (430 ) (35 ) Deferred Federal (430 ) (35 ) State 24 (8 ) Deferred State 24 (8 ) Total $ (731 ) $ (554 )
SCHEDULE OF EFFECTIVE TAX RELATIVE OPERATIONS RECONCILIATION OF MAXIMUM STATUTORY FEDERAL TAX RATE	The following is a reconciliation of the maximum statutory federal tax rate to the Company’s effective tax relative to operations: SCHEDULE OF EFFECTIVE TAX RELATIVE OPERATIONS RECONCILIATION OF MAXIMUM STATUTORY FEDERAL TAX RATE 2022 2021 Years Ended December 31, 2022 2021 % of Pre Tax Earnings % of Pre Tax Earnings Statutory federal income tax rate (21.0 )% (21.0 )% State income tax net of federal tax benefit 0.9 7.0 Change in valuation allowance (0.9 ) - Gain on extinguishment of PPP Loan - (34.5 ) Permanent differences (0.2 ) 3.7 Other (1.7 ) 0.3 Total (22.9 )% (44.5 )%
SCHEDULE OF COMPONENTS DEFERRED INCOME TAXES	The components of deferred income taxes are as follows (in thousands): SCHEDULE OF COMPONENTS DEFERRED INCOME TAXES 2022 2021 Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,921 $ 3,830 Inventory 328 363 Research and development credit 1,010 648 Stock compensation 423 280 Lease liability 163 357 Goodwill and intangible assets 306 388 Other 150 185 Gross deferred tax assets 6,301 6,051 Less valuation allowance (3,166 ) (3,153 ) Total deferred tax asset $ 3,135 $ 2,898 Deferred tax liabilities: Fixed assets (99 ) (144 ) Right of use asset (123 ) (347 ) Total deferred tax liability $ (222 ) $ (491 ) Net deferred tax asset $ 2,913 $ 2,407

SCHEDULE OF INVENTORY CURRENT (

SCHEDULE OF INVENTORY CURRENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Raw materials	$ 3,450	$ 2,684
Work-in-process	553	492
Finished goods	1,084	1,263
Inventory net	$ 5,087	$ 4,439

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)	12 Months Ended
	Dec. 31, 2022
Minimum [Member] | Machinery And Computer Equipment/Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] | Machinery And Computer Equipment/Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	8 years
Maximum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years

SCHEDULE OF WEIGHTED AVERAGE NU

SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Weighted average common shares outstanding	21,701,831	22,049,636
Potentially dilutive equity awards	838,055	2,247,470
Weighted average common shares outstanding, assuming dilution	22,539,886	24,297,106

DESCRIPTION OF COMPANY AND SU_4

DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Inventory reserves carrying value	$ 468,000	$ 499,000	$ 468,000
Foreign currency transaction gains		52,000	40,000
Research and development costs		1,791,000	1,718,000
Advertising expenses		$ 268,000	$ 279,000
Stock compensation expenses, reversed	$ 217,000
Effects anti-dilutive computation of earnings per share amount		1,785,548	1,205,000
Holzworth [Member]
Product Information [Line Items]
Number of earnout shares issuable			1,340,637
Income Tax Receivable [Member]
Product Information [Line Items]
Prepaid and other current assets		$ 866,000
One Customer [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration credit risk, percentage		15%	13%
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration credit risk, percentage		17%	11%
Two Suppliers Exceeded [Member] | Inventory Purchase [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration credit risk, percentage		33%	37%

SCHEDULE OF DISCONTINUED OPERAT

SCHEDULE OF DISCONTINUED OPERATIONS AND BALANCE SHEET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Net income from discontinued operations, net of taxes	Net income from discontinued operations, net of taxes
Microlab [Member]
Net revenues	$ 2,477	$ 17,756
Cost of revenues	1,626	10,259
Gross profit	851	7,497
Operating expenses	693	3,317
Gain on divestiture, net of expenses	16,490
Income from Discontinued Operations before income taxes	16,648	4,180
Income tax (benefit)	3,643	791
Income from Discontinued Operations, net of income taxes	13,005	3,389
CommAgility [Member]
Net revenues	5,009	8,813
Cost of revenues	2,174	4,187
Gross profit	2,835	4,626
Operating expenses	5,874	6,734
Other expense	162
Gain on divestiture, net of expenses	6,344
Income from Discontinued Operations before income taxes	3,143	(2,108)
Income tax (benefit)	(900)	(911)
Income from Discontinued Operations, net of income taxes	$ 4,043	$ (1,197)

SCHEDULE OF DISCONTINUED ASSETS

SCHEDULE OF DISCONTINUED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Total current assets of discontinued operations		$ 9,176
Total non-current assets of discontinued operations		10,359
Total non-current liabilities of discontinued operations		295
Microlab [Member]
Accounts receivable, net		2,883
Inventories, net		3,986
Total current assets of discontinued operations		6,869
Property, plant and equipment, net		479
Goodwill and intangible assets, net		1,351
Deferred tax asset		3,173
Other non current assets		165
Total non-current assets of discontinued operations		5,168
Total assets		12,037
Accounts payable		783
Accrued expenses and other current liabilities		1,182
Total current liabilities		1,965
CommAgility [Member]
Accounts receivable, net		364
Inventories, net		648
Prepaid expenses and other current assets		1,295
Total current assets of discontinued operations		2,307
Property, plant and equipment, net		583
Goodwill and intangible assets, net		4,108
Other intangible assets		500
Total non-current assets of discontinued operations		5,191
Total assets		7,497
Accounts payable		883
Accrued expenses and other current liabilities		794
Short term debt		42
Deferred revenue		384
Deferred income taxes		228
Total current liabilities		2,331
Long term debt		295
Total non-current liabilities of discontinued operations		$ 295

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)							12 Months Ended
	Mar. 01, 2023	Dec. 30, 2022	Dec. 04, 2022	Jul. 31, 2022	Mar. 01, 2022	Dec. 16, 2021	Dec. 31, 2022	Dec. 31, 2021
Repayments of long-term debt							$ 4,415,000	$ 4,212,000
Muzinich BDC, Inc [Member]
Repayments of long-term debt					$ 4,200,000
Bank of America Credit Facility [Member] | Revolving Credit Facility [Member]
Repayments of lines of credit					600,000
RF Industries, Ltd [Member]
Proceeds from sale of Microlab					22,800,000
Indemnity escrow					150,000
Purchase price adjustment holdback					100,000
Diirect expenses including advisor fee					1,100,000
Purchase price adjustment with working capital				$ 225,000
RF Industries, Ltd [Member] | Forecast [Member]
Indemnity escrow	$ 150,000
Microlab [Member]
Proceeds from sale of Microlab					$ 23,100,000
Microlab [Member]
Discontinued operation, depreciation and amortization								254,000
Capital expenditures								97,000
CommAgility [Member]
Discontinued operation, depreciation and amortization							360,000	984,000
Capital expenditures							$ 488,000	$ 238,000
Purchase Agreement [Member] | CommAgility [Member]
Net proceeds		$ 31,000
Purchase Agreement [Member] | Microlab [Member]
Membership interest percentage						100%
Payment to acquire membership interests						$ 24,250,000
Securities Purchase Agreement [Member] | CommAgility [Member]
Membership interest percentage			100%
Net proceeds		12,200,000	$ 14,500,000
Cash consideration		13,800,000	13,800,000
Note payable		750,000	750,000
Note payable reductions		650,000	$ 650,000
Direct expenses		1,600,000
Net balance of note payable		100,000
Note receivable		100,000
Note receivable further offset by UK transaction taxes		$ 69,000

ACQUISITION OF HOLZWORTH (Detai

ACQUISITION OF HOLZWORTH (Details Narrative) - USD ($)		12 Months Ended
	Feb. 07, 2020	Dec. 31, 2021
Business Acquisition [Line Items]
ATM shares sold		$ 563,000
Holzworth Instrumentation Inc [Member]
Business Acquisition [Line Items]
Purchase price	$ 13,500,000
Cash paid	12,700,000
ATM shares sold	$ 773,000
ATM shares sold, shares	487,890

DEBT (Details Narrative)

DEBT (Details Narrative)				12 Months Ended
	Mar. 01, 2022 USD ($)	Jul. 01, 2021 GBP (£)	Feb. 07, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 27, 2021 GBP (£)
Short-Term Debt [Line Items]
Gains losses on extinguishment of debt				$ (792,000)	$ 2,045,000
Bank of America Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit, current	$ 600,000
CIBLS Loan [Member]
Short-Term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity | £						£ 250,000
Annual interest rate						2.35%
Draw down | £		£ 250,000
Muzinich BDC, Inc [Member]
Short-Term Debt [Line Items]
Principal balance	4,100,000
Gains losses on extinguishment of debt	$ 792,000
Muzinich BDC, Inc [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Fair value of warrants			$ 150,000
Muzinich BDC, Inc [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants and rights outstanding, measurement input			1.41
Muzinich BDC, Inc [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants and rights outstanding, measurement input			48.7
Muzinich BDC, Inc [Member] | Warrant [Member] | Measurement Input, Share Price [Member]
Short-Term Debt [Line Items]
Warrants and rights outstanding, stock price | $ / shares			$ 1.34
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Warrants to purchase common stock | shares			266,167
Warrants exercise price | $ / shares			$ 1.3923
Warrants to purchase common stock, value			$ 370,588
Warrants volume weighted average price, description			90-day volume weighted average price for shares of stock of the Company
Muzinich BDC, Inc [Member] | Second Term Loan Facility [Member] | Additional Warrant [Member]
Short-Term Debt [Line Items]
Warrants to purchase common stock | shares			367,564
Warrants exercise price | $ / shares			$ 1.3923
Warrants to purchase common stock, value			$ 511,765
Warrants volume weighted average price, description			90-day volume weighted average price for shares of stock of the Company

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Jul. 21, 2021	Aug. 06, 2021	Dec. 31, 2022	May 04, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Repurchase of stock, value			$ 2,525,000
Number of shares sold		264,701
Proceeds from sale of stock		$ 739,000
Sales commission paid		$ 563,000
Sales Agreement [Member] | Maximum [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Proceeds from Issuance Initial Public Offering	$ 12,000,000
Board of Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock repurchase program, authorized value				$ 4,000,000
Repurchase of stock, shares			1,683,160
Repurchase of stock, value			$ 2,500,000

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases
2023	$ 276
2024	158
2025	163
2026	69
Total undiscounted operating lease payments	666
Less: imputed interest	(51)
Total operating lease liabilities	615
Current lease liabilities	251	$ 585
Long-term lease liabilities	$ 364	$ 615
Weighted-average remaining term (months) for operating leases	34 months
Weighted-average discount rate for operating leases	5.88%

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating lease, payments	$ 637,000	$ 618,000
Operating lease costs	988	$ 934
Other Income [Member] | Microlab [Member]
Sublease income	$ 304
Minimum [Member]
Operating lease, term	12 months
Maximum [Member]
Operating lease, term	8 years

SCHEDULE OF DISAGGREGATED REVEN

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total net revenue	$ 22,367	$ 22,676
Americas [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	16,177	16,354
EMEA [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	2,828	2,508
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	3,362	3,814
Noise Generators and Components [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	13,785	13,744
Power Meters and Analyzers [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	6,775	7,154
Service [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	$ 1,807	$ 1,778

REVENUE (Details Narrative)

REVENUE (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenues	$ 22,367	$ 22,676
UNITED STATES
Disaggregation of Revenue [Line Items]
Net revenues	15,900	15,100
GERMANY
Disaggregation of Revenue [Line Items]
Net revenues	971	846
ISRAEL
Disaggregation of Revenue [Line Items]
Net revenues	625
UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Net revenues		473
CHINA
Disaggregation of Revenue [Line Items]
Net revenues	840	944
HONG KONG
Disaggregation of Revenue [Line Items]
Net revenues	$ 492	$ 737

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,260	$ 4,258
Accumulated Amortization	(1,672)	(1,099)
Net Carrying Amount	2,588	3,161
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,310	2,310
Accumulated Amortization	(1,123)	(738)
Net Carrying Amount	1,187	1,572
Proprietary Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,550	1,550
Accumulated Amortization	(452)	(297)
Net Carrying Amount	1,098	1,253
Holzworth Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	400	400
Accumulated Amortization	(97)	(64)
Net Carrying Amount	$ 303	$ 336

SCHEDULE OF INTANGIBLE ASSETS,

SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 573
2024	573
2025	573
2026	220
2027	188
Thereafter	461
Total	$ 2,588

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Feb. 07, 2020
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 6,000,000	$ 6,000,000
Amortization of acquired intangible assets	$ 573,000	$ 573,000
Holzworth Instrumentation Inc [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill			$ 6,000,000

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 6,920	$ 6,535
Less: Accumulated depreciation	6,453	6,066
Net property, plant and equipment	467	469
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	5,153	4,957
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	419	413
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 1,348	$ 1,165

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 400,000	$ 340,000

SCHEDULE OF OTHER ASSETS (Detai

SCHEDULE OF OTHER ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Assets [Abstract]
Product demo assets	$ 139	$ 188
Security deposit	13	63
Other	33	33
Total	$ 185	$ 284

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other Assets [Abstract]
Total demo asset accumulated depreciation	$ 502,000	$ 397,000
Amortization of product demo intangible assets	$ 17,000	$ 84,000

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities and Other Liabilities [Abstract]
Holzworth earnout (Year 1 and Year 2)		$ 2,942
Goods received not invoiced	148	281
Payroll and related benefits	193	427
Accrued bonus	625	485
Accrued commissions	461	439
Accrued professional fees	795	456
Sales and use tax	180	177
Holzworth deferred purchase price		250
Warranty reserve	76	61
Other	215	318
Total	$ 2,693	$ 5,836

SCHEDULE OF SHARE-BASED COMPENS

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 1,018	$ 316
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	815	154
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	254	240
Performance Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense		(89)
Service Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ (51)	$ 11

SCHEDULE OF NON-VESTED RESTRICT

SCHEDULE OF NON-VESTED RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Non-vested Beginning	357,336	200,670
Weighted Average Grant Date Fair Value, Non-vested Beginning	$ 1.84	$ 1.52
Number of Shares, Granted	370,000	255,000
Weighted Average Grant Date Fair Value, Granted	$ 1.95	$ 1.98
Number of Shares, Vested and Issued	(167,086)	(98,334)
Weighted Average Grant Date Fair Value, Vested and Issued	$ 1.85	$ 1.61
Number of Shares, Forfeited	(163,750)
Weighted Average Grant Date Fair Value, Forfeited	$ 1.70
Number of Shares, Non-vested Ending	396,500	357,336
Weighted Average Grant Date Fair Values, Non-vested Ending	$ 2	$ 1.84

SCHEDULE OF SHARE-BASED COMPE_2

SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK AND RESTRICTED STOCK UNITS ACTIVITY (Details) - $ / shares	Aug. 08, 2022	Jul. 08, 2022	Jun. 16, 2022	Jan. 07, 2022	Jan. 06, 2022	Dec. 06, 2021	Oct. 28, 2021	Oct. 18, 2021	Oct. 12, 2021	Aug. 02, 2021	Apr. 01, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair Market Value per Granted Share					$ 2.11
Restricted Stock [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares		50,000	20,000	300,000		20,000	75,000	105,000	55,000
Fair Market Value per Granted Share		$ 1.26	$ 1.28	$ 2.11		$ 1.76	$ 2.12	$ 1.96	$ 2.03
Vesting		Annual vesting through July 2024	Annual vesting through June 2024	Annual vesting through January 2024		Annual vesting through December 2023	Annual vesting through October 2023	Annual vesting through October 2023	Annual vesting through October 2023
Restricted Stock [Member] | Board of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares	125,000									150,000	4,400
Fair Market Value per Granted Share	$ 1.53									$ 2.70	$ 1.85
Vesting	August 8, 2023									August 2, 2022	Annual board meeting – June 2021

SCHEDULE OF NONVESTED RESTRICTE

SCHEDULE OF NONVESTED RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Non-vested Beginning	150,000	161,507
Weighted Average Grant Date Fair Value, Non-vested Beginning	$ 2.70	$ 1.21
Number of Shares, Granted	125,000	154,400
Weighted Average Grant Date Fair Value, Granted	$ 1.53	$ 2.68
Number of Shares, Vested and Issued	(150,000)	(165,907)
Weighted Average Grant Date Fair Value, Vested and Issued	$ 2.70	$ 1.23
Number of Shares, Forfeited
Weighted Average Grant Date Fair Value, Forfeited
Number of Shares, Non-vested Ending	125,000	150,000
Weighted Average Grant Date Fair Values, Non-vested Ending	$ 1.53	$ 2.70

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Performance Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option, Outstanding Beginning	1,205,000	1,205,000
Weighted Average Exercise Price, Outstanding Beginning	$ 1.52	$ 1.52
Option, Granted
Weighted Average Exercise Price, Granted
Option, Exercised
Weighted Average Exercise Price, Exercised
Option, Forfeited	(425,000)
Weighted Average Exercise Price, Forfeited	$ 1.52
Option, Expired
Weighted Average Exercise Price, Expired
Option, Outstanding Ending	780,000	1,205,000
Weighted Average Exercise Price, Outstanding Ending	$ 1.46	$ 1.52
Option, Exercisable
Weighted Average Exercise Price, Exercisable
Service Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option, Outstanding Beginning	1,785,000	1,925,000
Weighted Average Exercise Price, Outstanding Beginning	$ 1.52	$ 1.52
Option, Granted
Weighted Average Exercise Price, Granted
Option, Exercised	(140,000)	(140,000)
Weighted Average Exercise Price, Exercised	$ 1.41	$ 0.83
Option, Forfeited	(140,000)
Weighted Average Exercise Price, Forfeited	$ 1.62
Option, Expired
Weighted Average Exercise Price, Expired
Option, Outstanding Ending	1,505,000	1,785,000
Weighted Average Exercise Price, Outstanding Ending	$ 1.53	$ 1.52
Option, Exercisable	1,505,000	1,785,000
Weighted Average Exercise Price, Exercisable	$ 1.53	$ 1.53

ACCOUNTING FOR STOCK BASED CO_3

ACCOUNTING FOR STOCK BASED COMPENSATION (Details Narrative) - USD ($)

3 Months Ended

12 Months Ended

Jul. 08, 2022

Jul. 05, 2022

Jun. 16, 2022

Jan. 07, 2022

Jan. 06, 2022

Dec. 06, 2021

Oct. 28, 2021

Oct. 18, 2021

Oct. 12, 2021

Aug. 04, 2020

Apr. 07, 2020

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Jun. 30, 2014

Dec. 31, 2012

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Employee benefits and share-based compensation

$ 1,018,000

$ 474,000

Reversed stock based compensation expense

$ 217,000

Grant date value, per share

$ 2.11

Net revenues

22,367,000

22,676,000

Stock compensation expenses, reversed

217,000

Employees [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of Shares, Granted

50,000

20,000

Vesting term

2 years

2 years

Weighted Average Grant Date Fair Value, Granted

$ 1.26

$ 1.28

Tim Whelan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of restricted common stock

125,000

Mike Kandell [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of restricted common stock

75,000

Dan Monopoli [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of restricted common stock

50,000

Alfred Rodriguez [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of restricted common stock

50,000

Share-Based Payment Arrangement, Option [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Reversed stock based compensation expense

52,000

144,000

Unrecognized compensation costs

2,000

$ 0

$ 2,000

Unrecognized compensation costs periods

1 year

1 year

Restricted Stock [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Unrecognized compensation costs

$ 451,000

$ 205,000

$ 451,000

Unrecognized compensation costs periods

1 year 9 months 18 days

Number of Shares, Granted

370,000

255,000

Weighted Average Grant Date Fair Value, Granted

$ 1.95

$ 1.98

Employee restricted common stock awards description

In the fourth quarter 2021, the Company granted 23 employees restricted common stock awards that vest over 2 years subject to continued employment through each vesting date. If an employee’s service with the Company terminates before the restricted awards are fully vested, then the shares that are not then fully vested are forfeited and immediately returned to the Company.

Restricted Stock [Member] | Employees [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Grant date value, per share

$ 1.26

$ 1.28

$ 2.11

$ 1.76

$ 2.12

$ 1.96

$ 2.03

Number of options

50,000

20,000

300,000

20,000

75,000

105,000

55,000

Restricted Stock Units (RSUs) [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Unrecognized compensation costs

$ 253,000

$ 66,000

$ 253,000

Unrecognized compensation costs periods

7 months

6 months

Number of Shares, Granted

125,000

154,400

Weighted Average Grant Date Fair Value, Granted

$ 1.53

$ 2.68

Performance Based Stock Options [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of options

Aggregate intrinsic value outstanding

$ 862,000

$ 257,000

$ 862,000

Weighted average remaining contractual term

7 years

7 years 10 months 24 days

Share-based payment arrangement, option, exercise price range, lower range limit

$ 1.12

Share-based payment arrangement, option, exercise price range, upper range limit

1.83

Weighted average exercise price

$ 1.52

1.46

$ 1.52

$ 1.52

Weighted average exercise price

Service Based Stock Options [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of options

Share-based payment arrangement, option, exercise price range, lower range limit

$ 1.30

Share-based payment arrangement, option, exercise price range, upper range limit

1.92

Weighted average exercise price

1.52

$ 1.53

1.52

$ 1.52

Weighted average exercise price

$ 1.53

$ 1.53

$ 1.53

Service Based Stock Options [Member] | In The Money [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Aggregate intrinsic value outstanding

$ 1,200,000

$ 408,000

$ 1,200,000

Aggregate intrinsic value weighted average remaining contractual life

4 years

5 years

Common Stock [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of restricted common stock

520,000

478,517

Initial 2012 Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares available for future grants

2,000,000

2012 Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares available for future grants

0

0

2012 Plan [Member] | Performance Shares [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of options

150,000

970,000

2012 Plan [Member] | Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Net revenues

$ 55,000,000

Consolidated annualized gross revenues, vesting percentage

25%

2012 Plan [Member] | Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Net revenues

$ 61,500,000

Consolidated annualized gross revenues, vesting percentage

50%

2012 Plan [Member] | Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Net revenues

$ 69,000,000

Consolidated annualized gross revenues, vesting percentage

75%

2012 Plan [Member] | Performance Shares [Member] | 100% Vesting [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Net revenues

$ 77,500,000

Consolidated annualized gross revenues, vesting percentage

100%

2012 Plan [Member] | Additional Shares [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares available for future grants

1,600,000

2021 Incentive Plan [Member] | Common Stock [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares available for future grants

378,125

1,500,000

SEGMENT AND RELATED INFORMATI_2

SEGMENT AND RELATED INFORMATION (Details Narrative)	12 Months Ended
	Dec. 31, 2022 Segments
Segment Reporting [Abstract]
Number of reportable segments	1

RETIREMENT PLAN (Details Narrat

RETIREMENT PLAN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Payment for pension benefits	$ 187,000	$ 88,000

SCHEDULE OF COMPONENTS OF INCOM

SCHEDULE OF COMPONENTS OF INCOME TAX (BENEFIT)/EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Current Federal	$ (301)	$ (619)
Current State	(24)	108
Deferred Federal	(430)	(35)
Deferred State	24	(8)
Total	$ (731)	$ (554)

SCHEDULE OF EFFECTIVE TAX RELAT

SCHEDULE OF EFFECTIVE TAX RELATIVE OPERATIONS RECONCILIATION OF MAXIMUM STATUTORY FEDERAL TAX RATE (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	(21.00%)	(21.00%)
State income tax net of federal tax benefit	0.90%	7%
Change in valuation allowance	(0.90%)
Gain on extinguishment of PPP Loan		(34.50%)
Permanent differences	(0.20%)	3.70%
Other	(1.70%)	0.30%
Total	(22.90%)	(44.50%)

SCHEDULE OF COMPONENTS DEFERRED

SCHEDULE OF COMPONENTS DEFERRED INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 3,921	$ 3,830
Inventory	328	363
Research and development credit	1,010	648
Stock compensation	423	280
Lease liability	163	357
Goodwill and intangible assets	306	388
Other	150	185
Gross deferred tax assets	6,301	6,051
Less valuation allowance	(3,166)	(3,153)
Total deferred tax asset	3,135	2,898
Fixed assets	(99)	(144)
Right of use asset	(123)	(347)
Total deferred tax liability	(222)	(491)
Net deferred tax asset	$ 2,913	$ 2,407

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, valuation allowance	$ 3,200,000	$ 3,200,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	5,200,000	$ 33,300,000
Operating loss carryforwards no expiration	$ 689,000
Domestic Country And State And Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration description	begin to expire in 2029

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 28, 2022
Loss Contingencies [Line Items]
Letter of credit		$ 100,000
General and Administrative Expense [Member]
Loss Contingencies [Line Items]
Testing and assessments expenses	$ 140,000