NanoVibronix (NAOV) 10-K8 Apr 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Apr. 08, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36445
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	0001326706
Entity Tax Identification Number	01-0801232
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	969 Pruitt Ave
Entity Address, City or Town	Tyler,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77569
City Area Code	(914)
Local Phone Number	233-3004
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NAOV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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				$ 4,830,581
Entity Common Stock, Shares Outstanding			2,784,354
Documents Incorporated by Reference [Text Block]	The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders. Such proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	549	688
Auditor Name	Zwick CPA, PLLC	Marcum LLP
Auditor Location	Southfield, Michigan	New York, NY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 3,283,000	$ 2,713,000
Trade receivables	318,000	9,000
Prepaid expenses and other accounts receivable	154,000	712,000
Inventory	2,732,000	2,175,000
Total current assets	6,487,000	5,609,000
Noncurrent assets:
Fixed assets, net	7,000	7,000
Other assets	1,000	3,000
Severance pay fund	174,000	179,000
Operating lease right-of-use assets, net	5,000	81,000
Total non-current assets	187,000	270,000
Total assets	6,674,000	5,879,000
Current liabilities:
Trade payables	138,000	66,000
Other accounts payable and accrued expenses	2,265,000	2,148,000
Deferred revenue	46,000	21,000
Operating lease liabilities, current	5,000	81,000
Total current liabilities	2,454,000	2,316,000
Non-current liabilities:
Accrued severance pay	217,000	223,000
Deferred revenue – long term	15,000	107,000
Total liabilities	2,686,000	2,646,000
Commitments and contingencies
Stockholders’ equity:
Common stock of $0.001 par value - Authorized: 40,000,000 shares at December 31, 2023 and December 31, 2022, respectively; Issued and outstanding: 2,046,307 and 1,641,146 shares at December 31, 2023 and December 31, 2022, respectively	2,000	2,000
Additional paid in capital	70,149,000	65,634,000
Accumulated other comprehensive income	(67,000)	(18,000)
Accumulated deficit	(66,096,000)	(62,385,000)
Total stockholders’ equity	3,988,000	3,233,000
Total liabilities and stockholders’ equity	6,674,000	5,879,000
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred Stock Value
Series D Preferred Stock [Member]
Stockholders’ equity:
Preferred Stock Value
Series E Preferred Stock [Member]
Stockholders’ equity:
Preferred Stock Value
Series F Preferred Stock [Member]
Stockholders’ equity:
Preferred Stock Value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	2,046,307	1,641,146
Common stock, shares outstanding	2,046,307	1,641,146
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	0	0
Preferred stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	506	506
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	0	0
Preferred stock, shares outstanding	0	0
Series F Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	40,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 2,283,000	$ 752,000
Cost of revenues	746,000	585,000
Gross profit	1,537,000	167,000
Operating expenses:
Research and development	185,000	283,000
Selling and marketing	864,000	965,000
General and administrative	3,924,000	3,931,000
Total operating expenses	4,973,000	5,179,000
Loss from operations	(3,436,000)	(5,012,000)
Interest expense	(135,000)	(347,000)
Financial expense, net	(111,000)	(54,000)
Loss before taxes	(3,682,000)	(5,413,000)
Income tax expense	(29,000)	(35,000)
Net loss	$ (3,711,000)	$ (5,448,000)
Basic net loss available for holders of common stock	$ (2.12)	$ (3.84)
Diluted net loss available for holders of common stock	$ (2.12)	$ (3.84)
Weighted average common stock outstanding, basic	1,750,109	1,419,670
Weighted average common stock outstanding, diluted	1,750,109	1,419,670
Comprehensive loss:
Net loss available to common stockholders	$ (3,711,000)	$ (5,448,000)
Change in foreign currency translation adjustments	(49,000)	(78,000)
Comprehensive loss available to common stockholders	$ (3,760,000)	$ (5,526,000)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	Preferred Stock [Member] Series F Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021					$ 1	$ 63,189	$ 60	$ (56,937)	$ 6,313
Balance, shares at Dec. 31, 2021					1,399,890
Stock-based compensation						354			190
Issuance of common stock, net of offering costs of $785,084					$ 1	2,089			2,090
Issuance of common stock, net of offering costs of shares					240,000
Issuance of redeemable Series F preferred stock
Issuance of redeemable SeriesF preferred stock, shares				27,998,000
Redemption of redeemable Series F preferred stock
Redemption of redeemable SeriesF preferredstock, shares				(27,998,000)
Exercise of options						2			2
Exercise of options, shares					1,256
Other comprehensive loss							(78)		(78)
Net loss								(5,448)	(5,448)
Balance at Dec. 31, 2022					$ 2	65,634	(18)	(62,385)	3,233
Balance, shares at Dec. 31, 2022					1,641,146
Stock-based compensation						293			293
Issuance of common stock, net of offering costs of $785,084						4,215			4,215
Issuance of common stock, net of offering costs of shares					180,000
Exercise of options						7			7
Exercise of options, shares					5,458
Other comprehensive loss							(49)		(49)
Net loss								(3,711)	(3,711)
Exercise of pre-funded warrants
Exercise of pre-funded warrants, shares					203,977
Rounding-up of fractional shares due to reverse stock split
Rounding up of fractional shares due to stock split, shares					15,726
Balance at Dec. 31, 2023					$ 2	$ 70,149	$ (67)	$ (66,096)	$ 3,988
Balance, shares at Dec. 31, 2023					2,046,307

Consolidated Statement of Sto_2

Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Net offering costs	$ 785,084	$ 310,424

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (3,711,000)	$ (5,448,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,000	1,000
Stock-based compensation	293,000	354,000
Noncash interest expense	135,000	347,000
Change in fair value of equity investment	2,000	16,000
Changes in operating assets and liabilities:
Trade receivable	(309,000)	191,000
Other accounts receivable and prepaid expenses	558,000	(482,000)
Inventory	(557,000)	(2,000,000)
Trade payables	72,000	(21,000)
Other accounts payable and accrued expenses	(18,000)	78,000
Deferred revenue	(67,000)	(69,000)
Accrued severance pay, net	(1,000)	(2,000)
Net cash used in operating activities	(3,602,000)	(7,035,000)
Cash flows from investing activities:
Purchases of fixed assets	(1,000)	(3,000)
Net cash used in investing activities	(1,000)	(3,000)
Cash flows from financing activities:
Proceeds from sale of common stock, net	4,215,000	2,090,000
Proceeds from exercise of options	7,000	2,000
Net cash provided by financing activities	4,222,000	2,092,000
Effects of currency translation on cash	(49,000)	(78,000)
Net (decrease) increase in cash	570,000	(5,024,000)
Cash at beginning of period	2,713,000	7,737,000
Cash at end of period	3,283,000	2,713,000
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for taxes
Supplemental non-cash financing and investing activities:
Exchange of common stock into preferred stock
Shares issued from exercise of warrants previously classified as derivative liability
Reclass derivative liability to equity due to increase in authorized shares
Reclass liability to equity after increase in authorized shares

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 31, 2023
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 non-invasive 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 Ltd., a company registered in Israel, which commenced operations in October 2003.

LIQUIDITY AND PLAN OF OPERATION

LIQUIDITY AND PLAN OF OPERATIONS	12 Months Ended
LIQUIDITY AND PLAN OF OPERATIONS	Dec. 31, 2023
Liquidity And Plan Of Operations
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. In 2023, the Company’s cash used in operations was $ 3,602,000 4,215,000 785,000 3,283,000

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of NanoVibronix, Inc. and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). 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 believes 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 losses and gains as of the years ended December 31, 2023 and 2022 were $ 49,000 85 Earnings per share Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock option, warrants and exercise of preferred stock as of December 31, 2023 and 2022, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive. Inventory Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the “first-in, first-out” method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its net market value. As of December 31, 2023 and 2022, there was no Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7 Impairment of Long-Lived Assets Management reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable under the provisions of accounting for the impairment of long-lived assets. If it is determined that an impairment loss has occurred based upon expected future cash flows, the loss is recognized in the Consolidated Statements of Operations. 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. Severance pay The Company’s liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company’s balance sheet. Accrued severance pay liability at December 31, 2023 and 2022 was $ 217,000 223 Leases The Company accounts for its leases in accordance with ASU 2016-02, “Leases” (Topic 842). This topic requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognizes right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classifies them as operating leases. For leases with a term of 12 months or less, the Company elects not to recognize lease assets and lease liabilities on those leases. The right-of-use assets and lease liabilities have been measured by the present value of the Company’s remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. 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 create(s) 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. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. Stock-based compensation The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements. The expected option term represents the period that the Company’s stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Recently adopted accounting standards 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. This ASU is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of Topic 326 did not have a material effect on the Company’s consolidated financial statements.

PREPAID EXPENSES AND OTHER RECE

PREPAID EXPENSES AND OTHER RECEIVABLES	12 Months Ended
PREPAID EXPENSES AND OTHER RECEIVABLES	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER RECEIVABLES	NOTE 4 - PREPAID EXPENSES AND OTHER RECEIVABLES Prepaid expenses and other receivables consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES 2023 2022 December 31, 2023 2022 Prepaid expenses $ 47,000 $ 612,000 Other receivables 107,000 100,000 Prepaid expenses and other receivables $ 154,000 $ 712,000

INVENTORY

INVENTORY	12 Months Ended
INVENTORY	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORY	NOTE 5 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY 2023 2022 December 31, 2023 2022 Raw materials $ 210,000 $ 30,000 Finished goods 2,522,000 2,145,000 Inventory $ 2,732,000 $ 2,175,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock 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. Reverse stock split On February 8, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1 post-split share for every 20 pre-split shares. The Company’s common stock begin trading on a split-adjusted basis when the market opened on February 9, 2023 (the “Reverse Stock Split”). At the effective time of the Reverse Stock Split, every 20 shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account had their shares automatically adjusted to reflect the 1-for-20 Reverse Stock Split 15,726 All references in this Report to number of shares, price per share and weighted average number of shares of common stock outstanding prior to the Reverse Stock Split have been adjusted to reflect the Reverse Stock Split on a retroactive basis, unless otherwise noted. Issuance of common stock for cash On November 29, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company agreed to sell in a registered direct offering (the “Offering”), 240,000 10.00 deducting placement agent fees and expenses and offering expenses payable by the Company, of approximately $ 2.1 The Company intends to use the net proceeds for general working capital purposes. On October 6, 2022, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (the “Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offering. The Company will pay Wainwright an aggregate cash fee equal to 7.5 1.0 50,000 15,950 issue 18,000 November 29, 2027 12.50 Issuance of common stock for cash through private placement On August 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of 180,000 0.001 2,726,977 0.0001 2,906,977 1.47 ” 2,906,977 1.47 March 1, 2029 1.72 1.7199 The net proceeds to the Company from the Private Placement are approximately $ 4,215,000 H.C. Wainwright & Co., LLC (“Wainwright”) served as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of July 5, 2023, as amended, between us and Wainwright (the “Engagement Letter”). As part of Wainwright’s compensation, we issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 218,023 2.15 March 1, 2029 Series F Preferred Stock On September 13, 2022, the Board declared a dividend of one one-thousandth of a share of Series F Preferred Stock, par value $ 0.001 0.001 Each share of Series F Preferred Stock entitles the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series F Preferred Stock has a ratable number of votes). Thus, each one-thousandth of a share of Series F Preferred Stock entitles the holder thereof to 1,000 votes. Unless otherwise provided on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal, the vote of each share of Series F Preferred Stock (or fraction thereof) entitled to vote on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal will be cast in the same manner as the vote, if any, of the share of common stock (or fraction thereof) in respect of which such share of Series F Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect to shares of common stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of Series F Preferred Stock (or fraction thereof) held by such holder. Holders of Series F Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series F Preferred Stock on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock Split. All shares of Series F Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting (the “Initial Redemption Time”) will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time without further action on the part of the Company or the holder of shares of Series F Preferred Stock (the “Initial Redemption”). Any outstanding shares of Series F Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders of the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal (the “Subsequent Redemption” and, together with the Initial Redemption, the “Redemption”). As of December 31, 2023, both the Initial Redemption and the Subsequent Redemption have occurred. As a result, no shares of Series F Preferred Stock remain outstanding. Each share of Series F Preferred Stock redeemed in any redemption described above will be redeemed in consideration for the right to receive an amount equal to $ 0.10 No shares of Series F Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of any shares of common stock held by such holder, in which case a number of one one-thousandths (1/1,000ths) of a share of Series F Preferred Stock equal to the number of shares of common stock to be transferred by such holder will be automatically transferred to the transferee of such shares of common stock. The holders of Series F Preferred Stock, as such, are not entitled to receive dividends of any kind. The Certificate of Designation was filed with the Delaware Secretary of State and became effective on September 14, 2022. As described in the proxy statement filed on October 31, 2022, holders of The Company’s common stock and Series F Preferred Stock as of the close of business on October 17, 2022, are entitled to vote on the amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Company’s Board but prior to the six-month anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement, and the proposal to adjourn the Annual Meeting to a later date at the Annual Meeting held on December 15, 2022. Stock-based compensation and options On February 28, 2014, stockholders approved the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”), which was adopted by the Board on February 19, 2014. As of December 31, 2022, under the 2014 Plan, 4,864,286 one-for-twenty reverse stock split 243,214 130,529 During the years ended December 31, 2023 and 2022, 5,459 1,256 80,000 21,875 105,425 0 4,050 0 9 87,000 201,000 10 292,000 148,000 SCHEDULE OF OPTIONS ACTIVITY Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – December 31, 2022 147,619 $ 24.42 7.24 Granted 80,000 1.24 9.89 Forfeited (105,425 ) 19.76 7.24 Expired (4,050 ) 34.01 1.31 Exercised (5,459 ) 1.40 0.76 Outstanding – December 31, 2023 112,685 13.10 8.41 Exercisable – December 31, 2023 108,691 12.90 8.44 The outstanding options had no 1.15 5.04 The fair value for options granted in 2023 and 2022 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED 2023 2022 Price at valuation $ 1.20 1.24 $ 0.45 0.78 Exercise price $ 1.20 1.24 $ 0.45 0.78 Risk free interest 3.83 4.42 % 2.32 3.58 % Expected term (in years) 5 5 Volatility 133.1 133.6 % 125.3 127.9 % The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table. SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED SERVICES FROM EMPLOYEES AND NON-EMPLOYEES 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 6,000 $ 6,000 Selling and marketing 28,000 25,000 General and administrative 258,000 323,000 Total $ 292,000 $ 354,000 Stock based compensation expense $ 292,000 $ 354,000 As of December 31, 2023, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was approximately $ 123,000 0.97 Warrants On June 14, 2022, the Company issued warrants to two sales consultants to purchase 12,500 June 14, 2029 20.00 135,000 On September 30, 2022, the Company and the two sales consultants mutually agreed to cancel the latter’s annual stock warrants to purchase 12,500 135,000 On November 29, 2022, the Company granted 18,000 On August 30, 2023, the Company granted (a) Pre-Funded Warrants to purchase up to 2,906,977 0.0001 2,906,977 1.47 2,906,977 1.47 8,540,931 March 1, 2029 October 1, 2024 For the same Private Placement, the Company granted Placement Agent Warrants to Wainwright, or its designees, to purchase up to an aggregate of 218,023 2.15 March 1, 2029 In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS 2023 2022 Risk free interest 3.49 % 0.34 % Dividend yield 0 % 0 % Volatility 147.6 % 60.7 % Contractual term (in years) 5 5 SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2021 115,467 Granted 30,500 Expired (55,215 ) Cancelled (12,500 ) Outstanding – December 31, 2022 78,252 Granted 8,758,954 Expired - Cancelled (203,977 ) Outstanding – December 31, 2023 8,633,229

LEASES

LEASES	12 Months Ended
LEASES	Dec. 31, 2023
Leases
LEASES	NOTE 7 – LEASES The Company has operating lease agreements with terms up to 1 3 The Company’s weighted-average remaining lease term relating to its operating leases is 0.25 10 The Company incurred $ 70,000 The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of December 31, 2023: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2024 $ 6,000 Total undiscounted operating lease payments 6,000 Less: Imputed interest 1,000 Present value of operating lease liabilities $ 5,000

LOSS PER SHARE APPLICABLE TO CO

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	12 Months Ended
LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	Dec. 31, 2023
Earnings Per Share [Abstract]
LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER	NOTE 8 - LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER Basic net loss per common share (“Basic EPS”) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. All outstanding share options and warrants for the years ended December 31, 2023 and 2022 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 share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE December 31, 2023 December 31, 2022 Stock options - employee and non-employee 112,685 147,619 Warrants 8,633,229 78,252 Total 8,745,915 225,871 Dilutive loss per share 8,745,915 225,871 The diluted loss per share equals basic loss per share in the year ended December 31, 2023 and 2022 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	12 Months Ended
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	Dec. 31, 2023
Segment Reporting [Abstract]
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA	NOTE 9 - GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment and derives revenues from selling its products directly to patients as well as through distributor agreements. The following is a summary of revenues within geographic areas: SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS 2023 2022 Year Ended December 31, 2023 2022 United States $ 2,162,000 $ 710,000 Europe 101,000 25,000 Australia 19,000 9,000 Israel 1,000 - India - 3,000 Other - 5,000 Total $ 2,283,000 $ 752,000 Revenues geographic areas $ 2,283,000 $ 752,000 The Company’s long-lived assets are all located in Israel. During the year end December 31, 2023, the Company generated approximately $917,800 40

OTHER ASSETS

OTHER ASSETS	12 Months Ended
OTHER ASSETS	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTHER ASSETS	NOTE 10 – OTHER ASSETS On April 9, 2020, pursuant to a licensing agreement entered into in March 2020, the Company received 10 127,000 0.19 SCHEDULE OF WARRANTS ASSUMPTIONS 2023 2022 Price at valuation $ 0.01 $ 0.02 Exercise price $ 0.19 $ 0.19 Risk free interest 3.88 % 3.96 % Expected term (in years) 7 8 Volatility 147.8 % 155.6 % The Company considers this to be Level 3 inputs and is valued at each reporting period. The fair value of these warrants for the years ended December 31, 2023 and 2022 was $ 1,000 3,000 2,000 16,000 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 years ended December 31, 2023 and 2022. The following table presents changes in Level 3 asset and liability measured at fair value for the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE As of December 31, 2023 Asset Liability Balance – December 31, 2021 $ 19,000 $ - Fair value adjustments – Sanuwave warrants (16,000 ) - Balance – December 31, 2022 $ 3,000 $ - Fair value adjustments – Sanuwave warrants (2,000 ) - Balance – December 31, 2023 $ 1,000 $ - The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Level I Level II Level III Total Fair Value Measurements as of December 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 1,000 $ 1,000 Level I Level II Level III Total Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 3,000 $ 3,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 - COMMITMENTS AND CONTINGENCIES Pending and settled 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 “Exclusive Distribution Agreement”) between Protrade and the Company. Protrade alleges, in part, that the Company has breached the Exclusive Distribution 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 On March 15, 2022, the arbitrator issued a final award, which, determined that (i) the Company had the right to terminate the Exclusive Distribution Agreement; (ii) the Company did not breach the duty of good faith and fair dealing with regard to the Exclusive Distribution Agreement; and (iii) the Company did not breach any confidentiality obligations to Protrade. Nevertheless, the arbitrator determined that the Company did not comply with the obligation to supply Protrade with a year’s supply of patches, and awarded Protrade $ 1,500,250 1,432,000 68,250 On July 22, 2022, the Company filed a cross-motion seeking to vacate arbitration award on the grounds that the arbitrator exceeded her authority, that the award was procured by fraud, and that the arbitrator failed to follow procedures established by New York law. In particular, the Company averred in its motion that Protrade’s witness made false statements in arbitration, and that the arbitrator resolved a claim that was never raised by Protrade and that has no factual basis. On October 3, 2022, the court issued a decision granting Protrade its petition to confirm the award and denying the cross-motion. On November 9, 2022, the Company filed a motion to re-argue and renew its cross-motion to vacate the arbitration decision based on newer information that was not available during the initial hearing. On the same day, the Company also filed a notice of appeal with the Appellate Division, Second Department. On March 21, 2023, the court denied the motion to re-argue and renew. On July 10, 2023, the Company filed its appeal with the Appellate Division, Second Department. That appeal is now fully briefed and is awaiting the scheduling of oral argument. As of December 31, 2023 and 2022, the Company accrued the amount of the arbitration award to Protrade of approximately $ 2.0 1.9 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.

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION	12 Months Ended
RELATED PARTY TRANSACTION	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 12 – RELATED PARTY TRANSACTION The firm of FisherBroyles LLP is handled all our Protrade litigation and appeals through December 31, 2023. For the year ended December 31, 2023, we have been billed and paid legal fees from FisherBroyles amounting to $ 360,000 . On January 1, 2024 Ms. Cassirer and the lawyers responsible for handling our Protrade litigation left the firm of FisherBroyles to join the firm of Pierson Ferdinand LLP. As of January1, 2024, the firm Pierson Ferdinand is the sole firm handling all our Protrade litigation and appeals. As was the case in prior years, Ms. Cassirer does not provide any legal services or legal advice to the Company .

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 13 – INCOME TAXES As of December 31, 2023, the U.S. Company had federal and state net operating loss carry forward for tax purposes of approximately $ 39,000,000 5,900,000 24,600,000 14,000,000 20 Income tax expense is comprised of the following: SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES 2023 2022 Year ended December 31, 2023 2022 Current Tax Federal $ - $ - State - - Foreign (25,000 ) 37,000 Total $ (25,000 ) $ 37,000 Deferred Tax Federal $ (1,226,000 ) $ (1,545,000 ) State (43,000 ) 653,000 Foreign $ 2,000 (1,000 ) Total $ (1,267,000 ) $ (893,000 ) Less: Valuation Allowance 1,267,000 893,000 Total Tax $ (25,000 ) $ 37,000 The Company also recognized approximately $ 4,000 SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE 2023 2022 Year ended December 31, 2023 2022 Federal income tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 1.13 % -12.06 % Foreign rate differential -0.10 % -0.03 % Permanent Items -0.63 % -0.61 % Change in valuation allowance -33.54 % -16.61 % Return to provision adjustments 12.20 % 7.54 % Forfeited options 0.00 % 0.00 % Other -0.01 % 0.09 % Effective tax rate 0.06 % -0.68 % Foreign tax Tax rates applicable to the income of the Israeli subsidiary: The Israeli corporate tax rate in 2023 and 2022 is 23 The subsidiary has final tax assessments through 2017. Loss before taxes: SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN 2023 2022 Year ended December 31, 2023 2022 Domestic $ 3,785,000 $ 5,557,000 Foreign (103,000 ) (144,000 ) Loss before taxes $ 3,682,000 $ 5,413,000 Deferred income taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 Year ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 8,486,000 $ 7,306,000 Arbitration accrual 414,000 414,000 Stock compensation and other 570,000 483,000 Deferred tax assets before valuation allowance 9,470,000 8,203,000 Valuation allowance (9,470,000 ) (8,203,000 ) Net deferred tax asset $ - $ - For the years ended December 31, 2023 and 2022, the net increase in valuation allowance of $ 1,267,000 894,000 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are able to be utilized. Based on consideration of these factors, the Company concluded that all of its recorded deferred tax assets are not more likely than not realizable and recorded a full valuation allowance at December 31, 2023 and 2022. The Company considers the earnings of its non-U.S. subsidiary to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We have not recorded a deferred tax liability related to the U.S. federal and state income taxes as an estimate of undistributed earnings of foreign subsidiaries would not be practicable to estimate at this time. If the Company does decide to repatriate the foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States. Reconciliation of the theoretical tax expense to the actual tax expense The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating loss carry forward among the Company and its subsidiary due to the uncertainty of the realization of such tax benefits. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2023 and 2022, the Company does not have any liabilities recorded for uncertain tax positions and does not expect there to be any events which could potentially result in the need for a material liability to be recorded. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2023 and 2022. The Company did not recognize any interest or penalties during fiscal 2023 or 2022 related to unrecognized tax benefits. U.S. federal and New York State income taxes are open for examination for years 2020-2023 and Israel tax returns are open for examination for years 2019-2023.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 - SUBSEQUENT EVENTS On March 1, 2024, the Company signed a new lease agreement in Nesher, Israel for 36 2,500 In March 2024, we entered into a contract with Veranex, Inc., to provide certain research and development services to assist with the development of the company’s next generation of UroShield and PainShield products. The Agreement has a term of approximately 50 1.1

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of NanoVibronix, Inc. and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”).
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 believes 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 losses and gains as of the years ended December 31, 2023 and 2022 were $ 49,000 85
Earnings per share	Earnings per share Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities from the exercise of stock option, warrants and exercise of preferred stock as of December 31, 2023 and 2022, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been antidilutive.
Inventory	Inventory Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the “first-in, first-out” method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its net market value. As of December 31, 2023 and 2022, there was no
Property and equipment	Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Management reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable under the provisions of accounting for the impairment of long-lived assets. If it is determined that an impairment loss has occurred based upon expected future cash flows, the loss is recognized in the Consolidated Statements of Operations.
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.
Severance pay	Severance pay The Company’s liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company’s balance sheet. Accrued severance pay liability at December 31, 2023 and 2022 was $ 217,000 223
Leases	Leases The Company accounts for its leases in accordance with ASU 2016-02, “Leases” (Topic 842). This topic requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognizes right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classifies them as operating leases. For leases with a term of 12 months or less, the Company elects not to recognize lease assets and lease liabilities on those leases. The right-of-use assets and lease liabilities have been measured by the present value of the Company’s remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable.
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 create(s) 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.
Income taxes	Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
Stock-based compensation	Stock-based compensation The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements. The expected option term represents the period that the Company’s stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future.
Recently adopted accounting standards	Recently adopted accounting standards 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. This ASU is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of Topic 326 did not have a material effect on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS	Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS Years Computers and peripheral equipment 3 Office furniture and equipment 5 7

PREPAID EXPENSES AND OTHER RE_2

PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)	12 Months Ended
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES	Prepaid expenses and other receivables consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES 2023 2022 December 31, 2023 2022 Prepaid expenses $ 47,000 $ 612,000 Other receivables 107,000 100,000 Prepaid expenses and other receivables $ 154,000 $ 712,000

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
INVENTORY (Tables)	Dec. 31, 2023
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY 2023 2022 December 31, 2023 2022 Raw materials $ 210,000 $ 30,000 Finished goods 2,522,000 2,145,000 Inventory $ 2,732,000 $ 2,175,000

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
STOCKHOLDERS’ EQUITY (Tables)	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF OPTIONS ACTIVITY	SCHEDULE OF OPTIONS ACTIVITY Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – December 31, 2022 147,619 $ 24.42 7.24 Granted 80,000 1.24 9.89 Forfeited (105,425 ) 19.76 7.24 Expired (4,050 ) 34.01 1.31 Exercised (5,459 ) 1.40 0.76 Outstanding – December 31, 2023 112,685 13.10 8.41 Exercisable – December 31, 2023 108,691 12.90 8.44
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED	The fair value for options granted in 2023 and 2022 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED 2023 2022 Price at valuation $ 1.20 1.24 $ 0.45 0.78 Exercise price $ 1.20 1.24 $ 0.45 0.78 Risk free interest 3.83 4.42 % 2.32 3.58 % Expected term (in years) 5 5 Volatility 133.1 133.6 % 125.3 127.9 %
SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED 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. SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED SERVICES FROM EMPLOYEES AND NON-EMPLOYEES 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 6,000 $ 6,000 Selling and marketing 28,000 25,000 General and administrative 258,000 323,000 Total $ 292,000 $ 354,000 Stock based compensation expense $ 292,000 $ 354,000
SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS	In estimating the warrants’ fair value, the Company used the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS 2023 2022 Risk free interest 3.49 % 0.34 % Dividend yield 0 % 0 % Volatility 147.6 % 60.7 % Contractual term (in years) 5 5
SCHEDULE OF WARRANTS ACTIVITY	SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding – December 31, 2021 115,467 Granted 30,500 Expired (55,215 ) Cancelled (12,500 ) Outstanding – December 31, 2022 78,252 Granted 8,758,954 Expired - Cancelled (203,977 ) Outstanding – December 31, 2023 8,633,229

LEASES (Tables)

LEASES (Tables)	12 Months Ended
LEASES (Tables)	Dec. 31, 2023
Leases
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 December 31, 2023: SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES 2024 $ 6,000 Total undiscounted operating lease payments 6,000 Less: Imputed interest 1,000 Present value of operating lease liabilities $ 5,000

LOSS PER SHARE APPLICABLE TO _2

LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables)	12 Months Ended
LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables)	Dec. 31, 2023
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 share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE December 31, 2023 December 31, 2022 Stock options - employee and non-employee 112,685 147,619 Warrants 8,633,229 78,252 Total 8,745,915 225,871 Dilutive loss per share 8,745,915 225,871

GEOGRAPHIC INFORMATION AND MA_2

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	12 Months Ended
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)	Dec. 31, 2023
Segment Reporting [Abstract]
SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS	SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS 2023 2022 Year Ended December 31, 2023 2022 United States $ 2,162,000 $ 710,000 Europe 101,000 25,000 Australia 19,000 9,000 Israel 1,000 - India - 3,000 Other - 5,000 Total $ 2,283,000 $ 752,000 Revenues geographic areas $ 2,283,000 $ 752,000

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	12 Months Ended
OTHER ASSETS (Tables)	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF WARRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS ASSUMPTIONS 2023 2022 Price at valuation $ 0.01 $ 0.02 Exercise price $ 0.19 $ 0.19 Risk free interest 3.88 % 3.96 % Expected term (in years) 7 8 Volatility 147.8 % 155.6 %
SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE	The following table presents changes in Level 3 asset and liability measured at fair value for the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE As of December 31, 2023 Asset Liability Balance – December 31, 2021 $ 19,000 $ - Fair value adjustments – Sanuwave warrants (16,000 ) - Balance – December 31, 2022 $ 3,000 $ - Fair value adjustments – Sanuwave warrants (2,000 ) - Balance – December 31, 2023 $ 1,000 $ -
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE	The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Level I Level II Level III Total Fair Value Measurements as of December 31, 2023 Level I Level II Level III Total Asset: Other assets $ - $ - $ 1,000 $ 1,000 Level I Level II Level III Total Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Asset: Other assets $ - $ - $ 3,000 $ 3,000

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES	Income tax expense is comprised of the following: SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES 2023 2022 Year ended December 31, 2023 2022 Current Tax Federal $ - $ - State - - Foreign (25,000 ) 37,000 Total $ (25,000 ) $ 37,000 Deferred Tax Federal $ (1,226,000 ) $ (1,545,000 ) State (43,000 ) 653,000 Foreign $ 2,000 (1,000 ) Total $ (1,267,000 ) $ (893,000 ) Less: Valuation Allowance 1,267,000 893,000 Total Tax $ (25,000 ) $ 37,000
SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE	SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE 2023 2022 Year ended December 31, 2023 2022 Federal income tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 1.13 % -12.06 % Foreign rate differential -0.10 % -0.03 % Permanent Items -0.63 % -0.61 % Change in valuation allowance -33.54 % -16.61 % Return to provision adjustments 12.20 % 7.54 % Forfeited options 0.00 % 0.00 % Other -0.01 % 0.09 % Effective tax rate 0.06 % -0.68 %
SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN	SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN 2023 2022 Year ended December 31, 2023 2022 Domestic $ 3,785,000 $ 5,557,000 Foreign (103,000 ) (144,000 ) Loss before taxes $ 3,682,000 $ 5,413,000
SCHEDULE OF DEFERRED TAX ASSETS	SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 Year ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 8,486,000 $ 7,306,000 Arbitration accrual 414,000 414,000 Stock compensation and other 570,000 483,000 Deferred tax assets before valuation allowance 9,470,000 8,203,000 Valuation allowance (9,470,000 ) (8,203,000 ) Net deferred tax asset $ - $ -

LIQUIDITY AND PLAN OF OPERATI_2

LIQUIDITY AND PLAN OF OPERATIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Net cash used in operating activities	$ 3,602,000	$ 7,035,000
Proceeds from issuance of common stock	4,215,000	2,090,000
Net offering costs	785,000
Cash balance	3,283,000	$ 2,713,000
Sale of Equity Securities [Member]
Financing Receivable, Past Due [Line Items]
Cash balance	$ 3,283,000

SCHEDULE OF DEPRECIATION CALCUL

SCHEDULE OF DEPRECIATION CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS (Details)	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gains and losses from foreign currency translation	$ 49,000	$ 85
Inventory allowance	0	0
Severance expenses	$ 217,000	$ 223

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 47,000,000	$ 612,000,000
Other receivables	107,000,000	100,000,000
Prepaid expenses and other receivables	$ 154,000	$ 712,000

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 210,000,000	$ 30,000,000
Finished goods	2,522,000,000	2,145,000,000
Inventory	$ 2,732,000	$ 2,175,000

SCHEDULE OF OPTIONS ACTIVITY (D

SCHEDULE OF OPTIONS ACTIVITY (Details) - Employee Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options, Outstanding - Beginning balance	147,619
Weighted Average Exercise Price per Share, Exercisable - Ending balance	$ 24.42
Weighted Average Remaining Life (Years), Outstanding	7 years 2 months 26 days
Options, Granted	80,000	21,875
Weighted Average Exercise Price per Share, Granted	$ 1.24
Weighted Average Remaining Life (Years), Granted	9 years 10 months 20 days
Options, Forfeited	(105,425)	0
Weighted Average Exercise Price per Share, Forfeited	$ 19.76
Weighted Average Remaining Life (Years), Forfeited	7 years 2 months 26 days
Options, Expired	(4,050)	0
Weighted Average Exercise Price per Share, Exercised	$ 34.01
Weighted Average Remaining Life (Years), Expired	1 year 3 months 21 days
Options, Exercised	(5,459)	(1,256)
Weighted Average Exercise Price per Share, Exercised	$ 1.40
Weighted Average Remaining Life (Years), Exercised	9 months 3 days
Options, Outstanding - Ending balance	112,685	147,619
Weighted Average Exercise Price per Share, Outstanding - ending balance	$ 13.10	$ 24.42
Weighted Average Remaining Life (Years), Outstanding	8 years 4 months 28 days
Options, Exercisable - Ending balance	108,691
Weighted Average Exercise Price per Share, Outstanding - ending balance	$ 12.90
Weighted Average Remaining Life (Years), Exercisable	8 years 5 months 8 days

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Price at valuation	$ 1.15	$ 5.04
Risk free interest, minimum	3.83%	2.32%
Risk free interest, maximum	4.42%	3.58%
Expected term (in years)	5 years	5 years
Volatility, minimum	133.10%	125.30%
Volatility, maximum	133.60%	127.90%
Minimum [Member]
Price at valuation	$ 1.20	$ 0.45
Exercise price	1.20	0.45
Maximum [Member]
Price at valuation	1.24	0.78
Exercise price	$ 1.24	$ 0.78

SCHEDULE OF STOCK BASED EXPENSE

SCHEDULE OF STOCK BASED EXPENSES RECOGNIZED SERVICES FROM EMPLOYEES AND NON-EMPLOYEES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock based compensation expense	$ 292,000	$ 354,000
Research and Development Expense [Member]
Stock based compensation expense	6,000	6,000
Selling and Marketing Expense [Member]
Stock based compensation expense	28,000	25,000
General and Administrative Expense [Member]
Stock based compensation expense	$ 258,000	$ 323,000

SCHEDULE OF FAIR VALUE ASSUMP_2

SCHEDULE OF FAIR VALUE ASSUMPTIONS FOR WARRANTS (Details)	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	5 years	5 years
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	3.49	0.34
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	0	0
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input, percentage	147.6	60.7

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - Private Investors [Member] - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants, Outstanding - Beginning balance	78,252	115,467
Warrants, Granted	8,758,954	30,500
Warrants, Expired		(55,215)
Warrants, Canceled	(203,977)	(12,500)
Warrants, Outstanding - Ending balance	8,633,229	78,252

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)

12 Months Ended

Aug. 30, 2023

Jul. 05, 2023

Feb. 16, 2023

Feb. 09, 2023

Feb. 08, 2023

Nov. 29, 2022

Oct. 06, 2022

Sep. 30, 2022

Sep. 13, 2022

Jun. 14, 2022

Dec. 31, 2023

Dec. 31, 2022

Subsidiary, Sale of Stock [Line Items]

Reverse stock split

1-for-20 Reverse Stock Split

Fractional shares

15,726

Proceeds from sale of common stock

$ 4,215,000

$ 2,090,000

Warrants issued to purchase common stock

18,000

12,500

Warrants expire date

Jun. 14, 2029

Class of warrant or right exercise price

$ 20

Common stock, par value

$ 0.001

Share price

$ 1.15

$ 5.04

Contractual term for granted options

10 years

Stock-based compensation expense

$ 292,000,000

$ 354,000,000

Aggregate intrinsic value

$ 0

Non-vested stock options granted, unrecognized estimated compensation cost

$ 123,000

Non-vested stock options granted, weighted average period

11 months 19 days

Increase in additional paid in capital warrants

$ 135,000

$ 135,000,000

2014 Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Reverse stock split

one-for-twenty reverse stock split

Stock reserved for future issuance

130,529

4,864,286

Reduction in stock reserved for future issuance

243,214

Series F Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, par value

$ 0.001

Preferred stock, voting rights, description

Each
share of Series F Preferred Stock entitles the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction
of a share of Series F Preferred Stock has a ratable number of votes). Thus, each one-thousandth of a share of Series F Preferred Stock
entitles the holder thereof to 1,000 votes.

Preferred stock, redemption price per share

$ 0.10

Series F Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, par value

$ 0.001

Wainwright [Membe

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

218,023

Class of warrant or right expire date

Mar. 01, 2029

Share price

$ 2.15

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Fractional shares

15,726

Warrants issued to purchase common stock

2,906,977

Class of warrant or right exercise price

$ 0.0001

Number of new share issued

180,000

240,000

Number of options, exercised

5,458

1,256

A-1 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

2,906,977

Warrant exercise price

$ 1.47

A-2 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

2,906,977

Warrant exercise price

$ 1.47

Employee Options [Member]

Subsidiary, Sale of Stock [Line Items]

Number of options, exercised

5,459

1,256

Number of employee options granted

80,000

21,875

Number of employee options forfeited

105,425

Number of employee options expired

4,050

Fair value options vesting term

9 years

Number of options, vested

$ 87,000

$ 201,000

Stock-based compensation expense

$ 292,000

$ 148,000

Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Number of new share issued

8,540,931

Proceeds from issuance of private placement

$ 4,215,000

H.C. Wainwright & Co., LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Non-accountable expense allowance

$ 50,000

Clearing fees

$ 15,950

Warrants issued to purchase common stock

18,000

Warrants expire date

Nov. 29, 2027

Class of warrant or right exercise price

$ 12.50

H.C. Wainwright & Co., LLC [Member] | IPO [Member]

Subsidiary, Sale of Stock [Line Items]

Gross proceeds of aggregate cash fee percentage

7.50%

Gross proceeds of management fee percentage

Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of stock, number of shares issued

240,000

Sale of stock, price per share

$ 10

Proceeds from sale of common stock

$ 2,100,000

Purchase Agreement [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of new share issued

180,000

Common stock, par value

$ 0.001

Purchase Agreement [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

2,726,977

Class of warrant or right exercise price

$ 0.0001

Purchase Agreement [Member] | A-1 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

2,906,977

Warrant exercise price

$ 1.47

Class of warrant or right expire date

Mar. 01, 2029

Purchase Agreement [Member] | A-2 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants issued to purchase common stock

2,906,977

Class of warrant or right exercise price

$ 1.72

Warrant exercise price

$ 1.47

Class of warrant or right expire date

Oct. 01, 2024

Shares issued, price per share

$ 1.7199

SCHEDULE OF LIABILITIES ARISING

SCHEDULE OF LIABILITIES ARISING FROM OPERATING LEASES (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases
2024	$ 6,000
Total undiscounted operating lease payments	6,000
Less: Imputed interest	1,000
Present value of operating lease liabilities	$ 5,000

LEASES (Details Narrative)

LEASES (Details Narrative)	12 Months Ended
LEASES (Details Narrative)	Dec. 31, 2023 USD ($)
Weighted-average remaining lease term	3 months
Weighted-average discount rate	10%
Operating lease, expense	$ 70,000
Minimum [Member]
Lease term	1 year
Maximum [Member]
Lease term	3 years

SUMMARY OF COMMON SHARE EQUIVAL

SUMMARY OF COMMON SHARE EQUIVALENTS BEEN EXCLUDED FROM DILUTIVE LOSS PER SHARE AS ANTI-DILUTIVE (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive loss per share	8,745,915	225,871
Stock Options Employee And Non Employee [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive loss per share	112,685	147,619
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive loss per share	8,633,229	78,252

SUMMARY OF REVENUE WITHIN GEOGR

SUMMARY OF REVENUE WITHIN GEOGRAPHIC AREAS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas	$ 2,283,000	$ 752,000
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas	2,162,000,000	710,000,000
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas	101,000,000	25,000,000
AUSTRALIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas	19,000,000	9,000,000
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas	1,000,000
INDIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas		3,000,000
Other Country [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues geographic areas		$ 5,000,000

GEOGRAPHIC INFORMATION AND MA_3

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - Customer [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Revenue, Major Customer [Line Items]
Revenues	$ 917,800
Concentration risk, percentage	40%

SCHEDULE OF WARRANTS ASSUMPTION

SCHEDULE OF WARRANTS ASSUMPTIONS (Details)	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)	5 years	5 years
Price at Valuation [Member] \| Sanuwave Health, Inc. [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.01	0.02
Measurement Input, Exercise Price [Member] \| Sanuwave Health, Inc. [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.19	0.19
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.49	0.34
Measurement Input, Risk Free Interest Rate [Member] \| Sanuwave Health, Inc. [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.88	3.96
Measurement Input, Expected Term [Member] \| Sanuwave Health, Inc. [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)	7 years	8 years
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	147.6	60.7
Measurement Input, Price Volatility [Member] \| Sanuwave Health, Inc. [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	147.8	155.6

SCHEDULE OF CHANGES IN LEVEL 3

SCHEDULE OF CHANGES IN LEVEL 3 AND LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Balance beginning	$ 3,000
Fair value adjustments - Sanuwave warrants	2,000	$ 16,000
Balance ending	1,000	3,000
Derivative Asset [Member]
Offsetting Assets [Line Items]
Balance beginning	3,000	19,000
Fair value adjustments - Sanuwave warrants	(2,000)	(16,000)
Balance ending	1,000	3,000
Derivative Liabilities [Member]
Offsetting Assets [Line Items]
Balance beginning
Fair value adjustments - Sanuwave warrants
Balance ending

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Other assets	$ 1	$ 3
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Other assets	$ 1	$ 3

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($)	12 Months Ended
OTHER ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Nov. 29, 2022	Sep. 30, 2022	Jun. 14, 2022	Apr. 09, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants and rights outstanding term	5 years	5 years
Warrants issued to purchase common stock			18,000	12,500	12,500
Exercise price of warrants per share					$ 20
Warrants leaving balance	$ 1,000	$ 3,000
Fair value of warrants	$ 2,000	$ 16,000
Licensing Agreement [Member] \| Sanuwave Health, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants and rights outstanding term						10 years
Warrants issued to purchase common stock						127,000
Exercise price of warrants per share						$ 0.19

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 15, 2022	Feb. 26, 2021	Dec. 31, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loss contingency damages sought value	$ 1,500,250	$ 3,000,000
Damages awarded value	1,432,000
Loss contingency damages paid value	$ 68,250
Arbitrator [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Damages awarded value			$ 2,000,000	$ 1,900,000

RELATED PARTY TRANSACTION (Deta

RELATED PARTY TRANSACTION (Details Narrative)	12 Months Ended
RELATED PARTY TRANSACTION (Details Narrative)	Dec. 31, 2023 USD ($)
Related Party Transactions [Abstract]
Legal fees paid	$ 360,000

SCHEDULE OF PROVISION FOR INCOM

SCHEDULE OF PROVISION FOR INCOME TAXES EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal
State
Foreign	(25,000)	37,000
Total	(25,000)	37,000
Federal	(1,226,000)	(1,545,000)
State	(43,000)	653,000
Foreign	2,000	(1,000)
Total	(1,267,000)	(893,000)
Less: Valuation Allowance	1,267,000	893,000
Total Tax	$ (25,000)	$ 37,000

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF STATUTORY U.S. FEDERAL RATE (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21%	21%
State income taxes, net of federal benefit	1.13%	(12.06%)
Foreign rate differential	(0.10%)	(0.03%)
Permanent Items	(0.63%)	(0.61%)
Change in valuation allowance	(33.54%)	(16.61%)
Return to provision adjustments	12.20%	7.54%
Forfeited options	0%	0%
Other	(0.01%)	0.09%
Effective tax rate	0.06%	(0.68%)

SCHEDULE OF INCOME BEFORE TAXES

SCHEDULE OF INCOME BEFORE TAXES ON DOMESTIC AND FOREIGN (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ 3,785,000,000	$ 5,557,000,000
Foreign	(103,000,000)	(144,000,000)
Loss before taxes	$ 3,682,000	$ 5,413,000

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 8,486,000	$ 7,306,000
Arbitration accrual	414,000	414,000
Stock compensation and other	570,000	483,000
Deferred tax assets before valuation allowance	9,470,000	8,203,000
Valuation allowance	(9,470,000)	(8,203,000)
Net deferred tax asset

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Federal net operating loss carried forward	$ 24,600,000
Federal net operating loss offset against taxable income	14,000,000
Franchise fees	$ 4,000
Corporate tax rate	21%	21%
Net increases in valuation allowance	$ 1,267,000	$ 894,000
ISRAEL
Operating Loss Carryforwards [Line Items]
Corporate tax rate	23%	23%
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward	$ 39,000,000
Operating loss carryforwards expiration term	20 years
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward	$ 5,900,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Mar. 01, 2024 USD ($)
Veranex Inc [Member]
Subsequent Event [Line Items]
Research and development, term of contract	350 days
Research and development expenses	$ 1,100,000
Lease Agreement [Member]
Subsequent Event [Line Items]
Lease term	36 months
Lease payments	$ 2,500