Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 15, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | NanoVibronix, Inc. | |
Entity Central Index Key | 0001326706 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,109,635 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 7,953 | $ 7,142 |
Restricted cash | 25 | 391 |
Trade receivables | 26 | 25 |
Other accounts receivable and prepaid expenses | 180 | 267 |
Inventory | 173 | 145 |
Total current assets | 8,357 | 7,970 |
Non-current assets: | ||
Fixed assets, net | 5 | 4 |
Other assets | 23 | 25 |
Severance pay fund | 193 | 199 |
Operating lease right-of-use assets, net | 25 | 31 |
Total non-current assets | 246 | 259 |
Total assets | 8,603 | 8,229 |
Current liabilities: | ||
Trade payables | 102 | 144 |
Other accounts payable and accrued expenses | 257 | 488 |
Other liabilities | 390 | |
Deferred revenues | 116 | |
Shares issued in excess of authorized | 2,257 | |
Operating lease liabilities - current | 11 | 13 |
Total current liabilities | 876 | 2,902 |
Non-current liabilities: | ||
Accrued severance pay | 236 | 245 |
Deferred licensing income | 188 | 199 |
Derivative liabilities | 2,942 | 2,471 |
Operating lease liabilities, non-current | 14 | 18 |
Total liabilities | 4,256 | 5,835 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock of $0.001 par value - Authorized: 24,109,635 and 20,000,000 shares at March 31, 2021 and December 31, 2020, respectively; Issued and outstanding: 24,109,635 and 21,246,523 shares at March 31, 2021 and December 31, 2020, respectively | 24 | 22 |
Additional paid in capital | 51,832 | 44,959 |
Accumulated other comprehensive income | 61 | 66 |
Accumulated deficit | (47,572) | (42,655) |
Total stockholders' equity | 4,347 | 2,394 |
Total liabilities and stockholders' equity | 8,603 | 8,229 |
Series C Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 1 | 1 |
Total stockholders' equity | 1 | 1 |
Series D Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | ||
Total stockholders' equity | ||
Series E Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 1 | 1 |
Total stockholders' equity | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 24,109,635 | 20,000,000 |
Common stock, shares issued | 24,109,635 | 21,246,523 |
Common stock, shares outstanding | 24,109,635 | 21,246,523 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 666,667 | 666,667 |
Preferred stock, shares outstanding | 666,667 | 666,667 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 506 | 506 |
Preferred stock, shares issued | 153 | 153 |
Preferred stock, shares outstanding | 153 | 153 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,999,494 | 1,999,494 |
Preferred stock, shares issued | 875,000 | 875,000 |
Preferred stock, shares outstanding | 875,000 | 875,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 103 | $ 114 |
Cost of revenues | 26 | 63 |
Gross profit | 77 | 51 |
Operating expenses: | ||
Research and development | 64 | 47 |
Selling and marketing | 311 | 254 |
General and administrative | 1,016 | 657 |
Total operating expenses | 1,391 | 958 |
Loss from operations | (1,314) | (907) |
Financial income (expense), net | (7) | (5) |
Change in fair value of derivative liabilities | (1,948) | |
Warrant modification expense | (1,627) | |
Loss before taxes on income | (4,896) | (912) |
Income tax expense | (21) | (9) |
Net loss | $ (4,917) | $ (921) |
Basic and diluted net loss available for holders of common stock, Series C Preferred Stock and Series D Preferred Stock | $ (0.20) | $ (0.13) |
Weighted average common shares outstanding: | ||
Basic and diluted | 24,170,065 | 7,252,510 |
Comprehensive loss: | ||
Net loss available to common stockholders | $ (4,917) | $ (921) |
Change in foreign currency translation adjustments | 6 | |
Comprehensive loss available to common stockholders | $ (4,912) | $ (921) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 2 | $ 2 | $ 5 | $ 39,669 | $ (38,330) | $ 1,348 | ||
Beginning balance, shares at Dec. 31, 2019 | 2,993,142 | 304 | 1,825,000 | 4,203,764 | ||||
Stock-based compensation | 71 | 71 | ||||||
Exchange of Series E Preferred Stock into Common Stock | ||||||||
Exchange of Series E Preferred Stock into Common Stock, shares | (110,000) | 110,000 | ||||||
Currency translation adjustment | ||||||||
Net loss | (921) | (921) | ||||||
Ending balance at Mar. 31, 2020 | $ 2 | $ 2 | $ 5 | 39,740 | (39,251) | 498 | ||
Ending balance, shares at Mar. 31, 2020 | 2,993,142 | 304 | 1,715,000 | 4,313,764 | ||||
Beginning balance at Dec. 31, 2020 | $ 1 | $ 1 | $ 22 | 44,959 | $ 66 | (42,655) | 2,394 | |
Beginning balance, shares at Dec. 31, 2020 | 666,667 | 153 | 875,000 | 21,246,523 | ||||
Stock-based compensation | 44 | 44 | ||||||
Exercise of warrants | $ 2 | $ 3,492 | $ 3,494 | |||||
Exercise of warrants, shares | 2,863,112 | |||||||
Reclass liability to equity due to increase in authorized shares | $ 3,337 | $ 3,337 | ||||||
Other comprehensive income | (5) | (5) | ||||||
Net loss | (4,917) | (4,917) | ||||||
Ending balance at Mar. 31, 2021 | $ 1 | $ 1 | $ 24 | $ 51,832 | $ 61 | $ (47,572) | $ 4,347 | |
Ending balance, shares at Mar. 31, 2021 | 666,667 | 153 | 875,000 | 24,109,635 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,917) | $ (921) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 1 |
Stock-based compensation | 109 | 71 |
Warrant modification expense | 1,627 | |
Change in fair value of derivative liabilities | 1,948 | |
Changes in operating assets and liabilities: | ||
Trade receivable | (1) | (24) |
Other accounts receivable and prepaid expenses | 87 | 43 |
Inventory | (28) | 10 |
Other assets | 2 | |
Trade payables | (43) | 98 |
Other accounts payable and accrued expenses | (231) | (155) |
Other liabilities | 390 | |
Deferred revenue | 105 | |
Accrued severance pay, net | (3) | (18) |
Net cash used in operating activities | (954) | (895) |
Cash flows from investing activities: | ||
Purchases of property plant and equipment | (2) | |
Net cash used in investing activities | (2) | |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 1,406 | |
Net cash provided by financing activities | 1,406 | |
Effects of currency translation on cash and cash equivalents | (5) | |
Net increase in cash, cash equivalents and restricted cash | 445 | (895) |
Cash, cash equivalents and restricted cash at beginning of period | 7,533 | 1,338 |
Cash, cash equivalents and restricted cash at end of period | 7,978 | 443 |
Supplemental non-cash financing and investing activities: | ||
Shares issued from exercise of warrants previously classified as derivatives | 2,088 | |
Reclass liability to equity due to increase in authorized shares | $ 3,337 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS NanoVibronix, Inc. (the “Company”), a Delaware corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals. The Company’s principal research and development activities are conducted in Israel through its wholly owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003. |
Liquidity and Plan of Operation
Liquidity and Plan of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Plan of Operations | NOTE 2 – LIQUIDITY AND PLAN OF OPERATIONS The Company’s ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and the receipt of additional financing until profitability is achieved. The Company currently incurs and historically has incurred losses from operations and expects to do so in the foreseeable future. The Company has historically had recurring losses and negative cash used from operations which raised substantial doubt about the Company’s ability to continue as a going concern at that time. During the first quarter of 2021, the Company used $954 of cash in operations. Although we expect to continue to incur losses and negative cash flows from operating activities, we had a cash balances of $7,978 as of March 31, 2021. Because the Company has sufficient resources to fund our operation for the next twelve months from the date of this filing, the substantial doubt has been alleviated. The Company may need to continue to raise additional capital to finance its losses and negative cash flows from operations beyond the next twelve months and may continue to be dependent on additional capital raising as long as our products do not reach commercial profitability. If we are unable to increase in the number of authorized shares of our common stock, we will be unable to issue common stock or convertible instruments. As a result, the Company will be limited in its ability to raise additional capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The terms “we,” “us,” “our,” and the “Company” refer to NanoVibronix, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited interim financial information In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The balance sheet for December 31, 2020 was derived from the Company’s audited financial statements for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company believe that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign currency translation Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All gains and losses from re-measurement of monetary balance sheet items denominated in non-U.S. dollar currencies are reflected in the statements of operations as other comprehensive income, as appropriate. The cumulative translation gains as of the years ended and 2020 were $5 and $0, respectively. Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors (“sell-in”). The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors. Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. On January 1, 2020, we adopted ASU 2016-02 and its related amendments, which changed our accounting for leases. As a result of this change, we recognized right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classified them as operating leases. The right-of-use assets and lease liabilities have been measured by the present value of remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of Topic 326 did not have a material on the Company’s financial statements and financial statement disclosures. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY Common stock and over-issuance The common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. As of December 3, 2020, we had 20,000,000 authorized shares of our common stock and 19,850,014 shares of common stock outstanding resulting in 149,986 shares of common stock being available for issuance. On December 4, 2020, certain holders of the Company’s Series C Preferred Stock converted 396,509 shares of Series C Preferred Stock into 396,509 shares of common stock, resulting in an overissue of 246,523 shares of common stock. Beginning on December 17, 2020, through January 22, 2021, certain holders of warrants we had issued in December 2020 (the “December 2020 Warrants”) exercised a portion of the December 2020 Warrants for 2,657,144 shares of Common Stock, resulting in an additional overissue of 2,657,144 shares of Common Stock. As of December 31, 2020, the aggregate number of shares of common stock that was overissued by the Company was 4,109,635. The shares issued in excess of the authorized amount are classified as liabilities. The common stock equivalents are subject to the Company’s sequencing policy and are classified as derivative liabilities (see Note 5). On March 3, 2021, the Company filed a proxy statement in connection with a special meeting of stockholders to be held on March 31, 2021 to (i) ratify the increase in the number of authorized shares of common stock from 20,000,000 to 24,109,635 and the issuance of such 4,109,635 shares of common stock, and (ii) further increase the number of our authorized shares of common stock. On May 6, 2021, the Company’s stockholders voted to approve the ratification of the increase in the number of authorized shares of common stock from 20,000,000 to 24,109,635 and the issuance of such 4,109,635 shares of common stock to be effective as of December 4, 2020 but the stockholders did not approve a further increase in the number of its authorized shares of common stock. We have filed with the Secretary of State of the State of Delaware a Certificate of Validation with respect to the Share Increase Ratification and such Certificate of Validation has become effective. Stock-based compensation and Options During the three-month period ended March 31, 2021 and 2020, 180,000 and 0 options were granted, respectively. The options were granted to a employees and consultants in 2021 and were recorded at a fair value and vested over three years. During the three-month period ended March 31, 2021 and 2020, stock-based compensation expense of $109 and $71 was recorded for options that vested, respectively. The fair value for options granted in the first quarter of 2021 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 1.04 Exercise price $ 1.04 Risk free interest 0.49 % Expected term (in years) 5 Volatility 81.5 % The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. Three Months Ended March 31, 2021 2020 Research and development 5 - Selling and marketing 21 11 General and administrative 83 60 Total $ 109 $ 71 As of March 31, 2021, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $197, which is expected to be recognized over a weighted average period of approximately 0.55 years. Series E Preferred Stock conversion to common stock Each share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred Stock into one share of the Company’s common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. In February 2020, a stockholder converted 110,000 shares of Series E Preferred Stock into 110,000 shares of common stock at a conversion rate of 1 to 1. No purchase was made in order to convert these shares. Warrant exercises and modification On December 2, 2020, we entered into a Securities Purchase Agreement with certain institutional and accredited investors pursuant to which the Company issued and sold to such investors in a private placement an aggregate of (i) 5,914,285 shares of the Company’s common stock at an offering price of $0.70 per share and (ii) pre-funded warrants to purchase up to 2,657,144 shares of common stock at a purchase price of $0.699 per pre-funded warrant, for gross proceeds of approximately $6.0 million, and net proceeds of approximately $5.4 million. In January 2021, two investors exercised an aggregate of 1,657,144 warrants at $0.001 per share. On January 21, 2021, Company entered into letter agreements (the “Letter Agreements”) with certain existing accredited investors to exercise certain outstanding warrants (the “Existing Warrants”) to purchase up to an aggregate of 1,205,968 shares of the Company’s common stock at an exercise price per share of $1.165 (the “Exercise”). Certain of the Existing Warrants (the “Registered Existing Warrants”) and the shares of common stock underlying the Registered Existing Warrants have been registered pursuant to a registration statement on Form S-3 (File No. 333-251264) and a registration statement on Form S-1 (File No. 333-218871). In consideration for the exercise of the Existing Warrants for cash, the exercising holders will receive new unregistered warrants to purchase up to an aggregate of 1,205,967 shares of common stock (the “New Warrants”) at an exercise price of $1.04 per share and with an exercise period of seven years from the initial closing date. The gross proceeds to the Company from the Exercise were approximately $1.4 million. The New Warrants were accounted for in warrant modification expense, which was measured at the amount equal to the incremental value reflecting the change in the fair value of the warrants before and after the Warrant Amendment. Accordingly, warrant modification expense in the amount of $1,627 was recorded with a corresponding increase in additional paid in capital. In estimating the warrants’ fair value, the Company used the following assumptions: Risk free interest 0.05 – 0.35 % Dividend yield 0 % Volatility 82.7% - 211 % Contractual term (in years) 0.79 – 2.67 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Derivative Liabilities | NOTE 5 – DERIVATIVE LIABILITIES During 2020, the Company established a sequencing policy to which common stock equivalents are exercisable to shares of common stock more than the Company’s authorized limit. It was determined that all options and warrants by the end of the year were no longer permitted to be classified as equity and were valued at fair market value using Black Scholes and recorded as derivative liabilities. A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s purchase warrants that were categorized within Level 3 of the fair value hierarchy during the quarter ended March 31, 2021 is as follows: Stock price $ 1.02 Conversion price $ 0.72 - 6.00 Contractual term (in years) 0.79 – 4.87 Volatility (annual) 82.7% - 211 % Risk-free rate 0.05% - 0.92 % The foregoing assumptions were reviewed quarterly and were subject to change based primarily on management’s assessment of the probability of the events described occurring. Financial Liabilities Measured at Fair Value on a Recurring Basis The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: ● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 3 during the three months ended March 31, 2021. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021. Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,692 Change in fair value of derivative liability 1,947 Exercises/redemptions (3,169 ) Balance – March 31, 2021 $ 2,942 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 6 – LEASES The Company has operating lease agreements with terms up to 3 years, including car leases. The Company’s weighted-average remaining lease term relating to its operating leases is 2.80 years, with a weighted-average discount rate of 10%. The Company incurred $6 of lease expense for its operating leases for the quarter ended March 31, 2021. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of March 31, 2021: 2021 $ 9 2022 10 2023 9 Total undiscounted operating lease payments 28 Less: Imputed interest 3 Present value of operating lease liabilities $ 25 |
Loss Per Share Applicable to Co
Loss Per Share Applicable to Common Stockholder | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share Applicable to Common Stockholder | NOTE 7 – LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDER Basic net loss per common share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. All outstanding stock options and warrants for the three months ended March 31, 2021 and 2020 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: March 31, 2021 March 31, 2020 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,715,000 Stock Options - employee and non-employee 1,928,544 1,556,332 Warrants 5,447,594 266,667 Total 8,404,138 3,841,781 The diluted loss per share equals basic loss per share in the three months ended March 31, 2021 and 2020 because the Company had a net loss and the impact of the assumed exercise of stock options and the vesting of restricted stock would have been anti-dilutive. |
Geographic Information and Majo
Geographic Information and Major Customer Data | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information and Major Customer Data | NOTE 8 – GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment and derives revenues from selling its products directly to patients as well as through distributor agreements. The following is a summary of revenues within geographic areas: Three Months Ended March 31, 2021 2020 United States $ 92 $ 110 New Zealand 9 - Israel 1 1 Europe 1 3 Total $ 103 $ 114 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 9 – OTHER ASSETS On April 9, 2020, pursuant to a licensing agreement entered into in March 2020, the Company received 10-year warrants to purchase 127,000 shares of Sanuwave Health, Inc. at a price of $0.19 per share. The fair value for warrants received is estimated at the date of grant using a Black-Scholes-Merton pricing model with the following underlying assumptions: Price at valuation $ 0.17 Exercise price $ 0.19 Risk free interest 1.74 % Expected term (in years) 9 Volatility 139.2 % The Company considers this to be level 3 inputs and is valued at each reporting period. The fair value of these warrants decreased by $2 during the quarter, leaving a balance of $21 as of March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Other Risks On March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common shares. Pending litigation On February 26, 2021, Protrade Systems, Inc. (“Protrade”) filed a Request for Arbitration (the “Request”) with the International Court of Arbitration (the “ICA”) of the International Chamber of Commerce alleging the Company is in breach of an Exclusive Distribution Agreement dated March 7, 2019 (the “Agreement”) between Protrade and the Company. Protrade alleges, in part, that the Company has breached the Agreement by discontinuing the manufacture of the DV0057 Painshield MD device in favor of an updated 10-100-001 Painshield MD device. Protrade claims damages estimated at $3 million. The Company believes it is too early to determine the most likely outcome. The Company disputes the claims asserted by Protrade and intends to respond to the Request and defend against the claims vigorously. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | NOTE 11 – OTHER LIABILITIES In January 2021, investors attempted exercise warrants for 663,332 shares of common stock for an aggregate amount of $390. Due to the Company’s lack of authorized shares, in April 2021, the proceeds from the exercise of $390 was returned to the investors. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS On April 6, 2021, the Company agreed to purchase 663,332 warrants from investors for a total of $388. The warrants had exercise prices between $0.88 and $0.94 per share. At the Special Meeting on May 6, 2021, our stockholders approved the ratification, pursuant to Section 204 of the Delaware General Corporation Law and Delaware common law, of an increase in the number of authorized shares of our common stock from 20,000,000 to 24,109,635 shares and the issuance of 4,109,635 shares of common stock upon conversion and exercise of certain of the Company’s securities as more particularly described in the Company’s definitive proxy statement filed with the SEC on March 3, 2021 (the “Share Increase Ratification”). We have filed with the Secretary of State of the State of Delaware a Certificate of Validation with respect to the Share Increase Ratification and such Certificate of Validation has become effective. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The terms “we,” “us,” “our,” and the “Company” refer to NanoVibronix, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited interim financial information In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, as found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The balance sheet for December 31, 2020 was derived from the Company’s audited financial statements for the year ended December 31, 2020. The results of operations for the periods presented are not necessarily indicative of results that could be expected for the entire fiscal year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company believe that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign currency translation Non-U.S. dollar denominated transactions and balances have been re-measured to U.S. dollars. All gains and losses from re-measurement of monetary balance sheet items denominated in non-U.S. dollar currencies are reflected in the statements of operations as other comprehensive income, as appropriate. The cumulative translation gains as of the years ended and 2020 were $5 and $0, respectively. |
Revenue Recognition | Revenue recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. Revenues from sales to distributors are recognized at the time the products are delivered to the distributors (“sell-in”). The Company does not grant rights of return, credits, rebates, price protection, or other privileges on its products to distributors. |
Sequencing | Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby if reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares. This was due to the Company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the most recent grant date of potentially dilutive instruments. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. |
Recently Adopted Accounting Standards | Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. On January 1, 2020, we adopted ASU 2016-02 and its related amendments, which changed our accounting for leases. As a result of this change, we recognized right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classified them as operating leases. The right-of-use assets and lease liabilities have been measured by the present value of remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of Topic 326 did not have a material on the Company’s financial statements and financial statement disclosures. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value Assumptions for Options Granted | The fair value for options granted in the first quarter of 2021 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Price at valuation $ 1.04 Exercise price $ 1.04 Risk free interest 0.49 % Expected term (in years) 5 Volatility 81.5 % |
Schedule of Stock Based Expenses Recognized for Services from Employees and Non-Employees | The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. Three Months Ended March 31, 2021 2020 Research and development 5 - Selling and marketing 21 11 General and administrative 83 60 Total $ 109 $ 71 |
Schedule of Fair Value Assumptions for Warrants | In estimating the warrants’ fair value, the Company used the following assumptions: Risk free interest 0.05 – 0.35 % Dividend yield 0 % Volatility 82.7% - 211 % Contractual term (in years) 0.79 – 2.67 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Quantitative Information to Valuation Methodology and Unobservable Inputs | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s purchase warrants that were categorized within Level 3 of the fair value hierarchy during the quarter ended March 31, 2021 is as follows: Stock price $ 1.02 Conversion price $ 0.72 - 6.00 Contractual term (in years) 0.79 – 4.87 Volatility (annual) 82.7% - 211 % Risk-free rate 0.05% - 0.92 % |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021. Derivative Liabilities Balance – December 31, 2020 $ 2,471 New issuances 1,692 Change in fair value of derivative liability 1,947 Exercises/redemptions (3,169 ) Balance – March 31, 2021 $ 2,942 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Liabilities Arising from Operating Leases | The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of March 31, 2021: 2021 $ 9 2022 10 2023 9 Total undiscounted operating lease payments 28 Less: Imputed interest 3 Present value of operating lease liabilities $ 25 |
Loss Per Share Applicable to _2
Loss Per Share Applicable to Common Stockholder (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Common Share Equivalents Been Excluded from Dilutive Loss Per Share as Anti-dilutive | The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: March 31, 2021 March 31, 2020 Series D Preferred Stock 153,000 303,782 Series E Preferred Stock 875,000 1,715,000 Stock Options - employee and non-employee 1,928,544 1,556,332 Warrants 5,447,594 266,667 Total 8,404,138 3,841,781 |
Geographic Information and Ma_2
Geographic Information and Major Customer Data (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue within Geographic Areas | The following is a summary of revenues within geographic areas: Three Months Ended March 31, 2021 2020 United States $ 92 $ 110 New Zealand 9 - Israel 1 1 Europe 1 3 Total $ 103 $ 114 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Warrants Assumptions | The fair value for warrants received is estimated at the date of grant using a Black-Scholes-Merton pricing model with the following underlying assumptions: Price at valuation $ 0.17 Exercise price $ 0.19 Risk free interest 1.74 % Expected term (in years) 9 Volatility 139.2 % |
Liquidity and Plan of Operati_2
Liquidity and Plan of Operations (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net cash used in operating activities | $ (954) | $ (895) |
Cash | $ 7,978 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Gains and losses from foreign currency translation | $ (6) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2021 | Jan. 31, 2021 | Dec. 04, 2020 | Dec. 02, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 22, 2021 | Jan. 21, 2021 | Dec. 31, 2020 | Dec. 03, 2020 | Feb. 28, 2020 |
Common stock, shares authorized | 24,109,635 | 20,000,000 | 20,000,000 | ||||||||
Common stock, shares outstanding | 24,109,635 | 21,246,523 | 19,850,014 | ||||||||
Common stock available for future issuance | 149,986 | ||||||||||
Shares over issued | 4,109,635 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 24,109,635 | 21,246,523 | |||||||||
Stock-based compensation expense | $ 109 | $ 71 | |||||||||
Gross proceeds from warrants exercised | 1,406 | ||||||||||
Warrants, modification expense | $ 21 | ||||||||||
New Warrants [Member] | |||||||||||
Warrants issued to purchase common stock | 1,205,967 | ||||||||||
Exercise price of warrants per share | $ 1.04 | ||||||||||
Gross proceeds from warrants exercised | $ 1,400 | ||||||||||
Warrants, modification expense | 1,627 | ||||||||||
Employee Options [Member] | |||||||||||
Non-vested stock options granted, unrecognized estimated compensation cost | $ 197 | ||||||||||
Non-vested stock options granted, weighted average period | 6 months 18 days | ||||||||||
Employees and Consultants [Member] | |||||||||||
Number of options, granted | 180,000 | 0 | |||||||||
Fair value options vesting term | 3 years | 3 years | |||||||||
Stock-based compensation expense | $ 109 | $ 71 | |||||||||
Securities Purchase Agreement [Member] | |||||||||||
Gross proceeds from private placement | $ 6,000 | ||||||||||
Net proceeds from private placement | $ 5,400 | ||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||
Sale of stock, number of shares issued | 5,914,285 | ||||||||||
Sale of stock, price per share | $ 0.70 | ||||||||||
Two Investors [Member] | Warrants [Member] | |||||||||||
Sale of stock, number of shares issued | 1,657,144 | ||||||||||
Exercise price of warrants per share | $ 0.001 | ||||||||||
Accredited Investors [Member] | Warrants [Member] | |||||||||||
Warrants issued to purchase common stock | 1,205,968 | ||||||||||
Exercise price of warrants per share | $ 1.165 | ||||||||||
Subsequent Event [Member] | |||||||||||
Common stock, shares authorized | 24,109,635 | ||||||||||
Shares over issued | 4,109,635 | ||||||||||
Common stock, shares issued | 4,109,635 | ||||||||||
Common Stock [Member] | |||||||||||
Shares issued upon conversion | 396,509 | ||||||||||
Shares over issued | 246,523 | 4,109,635 | |||||||||
Common stock, par value | $ 0.001 | ||||||||||
Convertible prferred stock shares issued upon conversion | 110,000 | ||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Shares issued upon conversion | 4,109,635 | ||||||||||
Pre-funded Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||
Sale of stock, number of shares issued | 2,657,144 | ||||||||||
Sale of stock, price per share | $ 0.699 | ||||||||||
Exercise price of warrants per share | $ 0.001 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Number of shares converted | 396,509 | ||||||||||
December 2020 Warrants [Member] | |||||||||||
Warrants issued to purchase common stock | 2,657,144 | ||||||||||
December 2020 Warrants [Member] | Common Stock [Member] | |||||||||||
Shares over issued | 2,657,144 | ||||||||||
Series E Preferred Stock [Member] | |||||||||||
Preferred stock, conversion description | Each share of Series E Preferred Stock is convertible at any time and from time to time at the option of a holder of Series E Preferred Stock into one share of the Company’s common stock, provided that each holder would be prohibited from converting Series E Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. This limitation may be waived with respect to a holder upon such holder’s provision of not less than 61 days’ prior written notice to the Company. | ||||||||||
Common stock conversion basis | In February 2020, a stockholder converted 110,000 shares of Series E Preferred Stock into 110,000 shares of common stock at a conversion rate of 1 to 1. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value Assumptions for Options Granted (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Equity [Abstract] | |
Price at valuation | $ 1.04 |
Exercise price | $ 1.04 |
Risk free interest | 0.49% |
Expected term (in years) | 5 years |
Volatility | 81.50% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Based Expenses Recognized for Services from Employees and Non-Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 109 | $ 71 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 5 | |
Selling and Marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 21 | 11 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 83 | $ 60 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Fair Value Assumptions for Warrants (Details) | Mar. 31, 2021segment | Apr. 09, 2020segment |
Contractual term (in years) | 9 years | |
Minimum [Member] | ||
Contractual term (in years) | 9 months 14 days | |
Maximum [Member] | ||
Contractual term (in years) | 2 years 8 months 2 days | |
Risk Free Interest [Member] | ||
Warrants, measurement input | 1.74 | |
Risk Free Interest [Member] | Minimum [Member] | ||
Warrants, measurement input | 0.05 | |
Risk Free Interest [Member] | Maximum [Member] | ||
Warrants, measurement input | 0.35 | |
Dividend Yield [Member] | ||
Warrants, measurement input | 0 | |
Volatility [Member] | ||
Warrants, measurement input | 139.2 | |
Volatility [Member] | Minimum [Member] | ||
Warrants, measurement input | 82.7 | |
Volatility [Member] | Maximum [Member] | ||
Warrants, measurement input | 211 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Quantitative Information to Valuation Methodology and Unobservable Inputs (Details) | Mar. 31, 2021segment$ / shares | Apr. 09, 2020 |
Stock price | $ / shares | $ 1.04 | |
Warrants, term | 9 years | |
Minimum [Member] | ||
Warrants, term | 9 months 14 days | |
Maximum [Member] | ||
Warrants, term | 2 years 8 months 2 days | |
Contractual Term (In Years) [Member] | Minimum [Member] | Derivative Liability [Member] | ||
Warrants, term | 9 months 14 days | |
Contractual Term (In Years) [Member] | Maximum [Member] | Derivative Liability [Member] | ||
Warrants, term | 4 years 10 months 14 days | |
Warrants [Member] | ||
Stock price | $ / shares | $ 1.02 | |
Warrants [Member] | Conversion Price [Member] | Minimum [Member] | ||
Derivative liability Measurement input | 0.72 | |
Warrants [Member] | Conversion Price [Member] | Maximum [Member] | ||
Derivative liability Measurement input | 6 | |
Warrants [Member] | Volatility [Member] | Minimum [Member] | ||
Derivative liability Measurement input | 82.7 | |
Warrants [Member] | Volatility [Member] | Maximum [Member] | ||
Derivative liability Measurement input | 211 | |
Warrants [Member] | Risk Free Interest [Member] | Minimum [Member] | ||
Derivative liability Measurement input | 0.05 | |
Warrants [Member] | Risk Free Interest [Member] | Maximum [Member] | ||
Derivative liability Measurement input | 0.92 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Liability [Abstract] | |
Derivative Liabilities, beginning balance | $ 2,471 |
New issuances | 1,692 |
Change in fair value of derivative liability | 1,947 |
Exercises/redemptions | (3,169) |
Derivative Liabilities, ending balance | $ 2,942 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Lease term | 3 years |
Weighted-average remaining lease term | 2 years 9 months 18 days |
Weighted-average discount rate | 10.00% |
Lease expense | $ 6 |
Leases - Schedule of Liabilitie
Leases - Schedule of Liabilities Arising from Operating Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 9 |
2022 | 10 |
2023 | 9 |
Total undiscounted operating lease payments | 28 |
Less: Imputed interest | 3 |
Present value of operating lease liabilities | $ 25 |
Loss Per Share Applicable to _3
Loss Per Share Applicable to Common Shareholder - Summary of Common Share Equivalents Been Excluded from Dilutive Loss Per Share as Anti-dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total | 8,404,138 | 3,841,781 |
Series D Preferred Stock [Member] | ||
Total | 153,000 | 303,782 |
Series E Preferred Stock [Member] | ||
Total | 875,000 | 1,715,000 |
Stock Options - Employee and Non-Employee [Member] | ||
Total | 1,928,544 | 1,556,332 |
Warrants [Member] | ||
Total | 5,447,594 | 266,667 |
Geographic Information and Ma_3
Geographic Information and Major Customer Data - Summary of Revenue within Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 103 | $ 114 |
United States [Member] | ||
Revenues | 92 | 110 |
New Zealand [Member] | ||
Revenues | 9 | |
Israel [Member] | ||
Revenues | 1 | 1 |
Europe [Member] | ||
Revenues | $ 1 | $ 3 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Apr. 09, 2020 | |
Warrants, term | 9 years | |
Fair value of warrants | $ 21 | |
Fair value of warrants decreased | $ 2 | |
Licensing Agreement [Member] | Sanuwave Health, Inc. [Member] | ||
Warrants, term | 10 years | |
Warrants issued to purchase common stock | 127,000 | |
Exercise price of warrants per share | $ 0.19 |
Other Assets - Schedule of Warr
Other Assets - Schedule of Warrants Assumptions (Details) | Apr. 09, 2020segment |
Expected term (in years) | 9 years |
Price At Valuation [Member] | |
Warrants and rights outstanding, measurement input | 0.17 |
Exercise Price [Member] | |
Warrants and rights outstanding, measurement input | 0.19 |
Risk Free Interest [Member] | |
Warrants and rights outstanding, measurement input | 1.74 |
Volatility [Member] | |
Warrants and rights outstanding, measurement input | 139.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | Feb. 26, 2021USD ($) |
Protrade Systems, Inc. [Member] | |
Litigation damages sought value | $ 3,000 |
Other Liabilities (Details Narr
Other Liabilities (Details Narrative) - USD ($) $ in Thousands | Apr. 30, 2021 | Apr. 06, 2021 | Jan. 31, 2021 |
Investors [Member] | Subsequent Event [Member] | |||
Exercise warrants for shares of common stock | 663,332 | ||
Proceeds from exercise of warrants | $ 390 | ||
Warrants [Member] | |||
Exercise warrants for shares of common stock | 663,332 | ||
Aggregate amount of exercised warrants | $ 390 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2021 | Apr. 06, 2021 | Dec. 04, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 03, 2020 |
Proceeds from exercise of warrants | $ 1,406 | ||||||
Common stock, shares authorized | 24,109,635 | 20,000,000 | 20,000,000 | ||||
Common Stock [Member] | |||||||
Shares of common stock issued upon conversion | 396,509 | ||||||
Subsequent Event [Member] | |||||||
Common stock, shares authorized | 24,109,635 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Shares of common stock issued upon conversion | 4,109,635 | ||||||
Subsequent Event [Member] | Investors [Member] | |||||||
Warrants to purchase common stock | 663,332 | ||||||
Proceeds from exercise of warrants | $ 388 | ||||||
Subsequent Event [Member] | Investors [Member] | Minimum [Member] | |||||||
Warrants exercise price | $ 0.88 | ||||||
Subsequent Event [Member] | Investors [Member] | Maximum [Member] | |||||||
Warrants exercise price | $ 0.94 |