UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-36445

NanoVibronix, Inc

(Exact name of registrant as specified in its charter)

Delaware		01-0801232
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

969 Pruitt Ave, Tyler, Texas		77569
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (914) 233-3004

(Former name, former address and

former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NAOV		NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant has been required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock as of November 14, 2024 was 3,752,354 shares.

NanoVibronix, Inc.

Quarter Ended September 30, 2024

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 (Audited)	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023	2

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Nine months Ended September 30, 2024 and 2023	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

Signatures		24

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NanoVibronix, Inc.

Condensed Consolidated Balance Sheets

(Amounts in thousands except share and per share data)

	(Unaudited) September 30, 2024			December 31, 2023
ASSETS:
Current assets:
Cash	$	1,305		$	3,283
Trade receivables		580			318
Prepaid expenses and other accounts receivable		242			154
Inventory		2,250			2,732
Total current assets		4,377			6,487

Noncurrent assets:
Fixed assets, net		9			7
Other assets		-			1
Severance pay fund		170			174
Operating lease right-of-use assets, net		126			5
Total non-current assets		305			187
Total assets	$	4,682		$	6,674

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current liabilities:
Trade payables	$	25		$	138
Other accounts payable and accrued expenses		2,420			2,265
Deferred licensing income, current		27			46
Operating lease liabilities, current		49			5
Total current liabilities		2,521			2,454

Non-current liabilities:
Accrued severance pay		212			217
Deferred licensing income, non-current		-			15
Operating lease liabilities, non-current		77			-
Total liabilities		2,810			2,686

Commitments and contingencies		-			-

Stockholders’ equity:
Series C Preferred Stock of $0.001 par value – Authorized: 3,000,000 shares at both September 30, 2024 and December 31, 2023; issued and outstanding: 0 shares at both September 30, 2024 and December 31, 2023, respectively		-			-

Series D Preferred Stock of $0.001 par value – Authorized: 506 shares at both September 30, 2024, and December 31, 2023; issued and outstanding: 0 shares at both September 30, 2024 and December 31, 2023, respectively		-			-

Series E Preferred Stock of $0.001 par value – Authorized: 1,999,494 shares at both September 30, 2024 and December 31, 2023, respectively; issued and outstanding: 0 shares at both September 30, 2024 and December 31, 2023, respectively		-			-

Series F Preferred Stock of $0.01 par value – Authorized: 40,000 and 0 shares at September 30, 2024 and December 31, 2023, respectively; issued and outstanding: 0 shares at both September 30, 2024 and December 31, 2023, respectively		-			-
Preferred stock value		-			-

Common Stock of $0.001 par value – Authorized: 40,000,000 shares at September 30, 2024 and December 31, 2023, respectively; issued and outstanding: 2,784,353 and 2,046,307 shares at September 30, 2024 and December 31, 2023, respectively		3			2
Additional paid in capital		70,314			70,149
Accumulated other comprehensive income		(75	)		(67	)
Accumulated deficit		(68,370	)		(66,096	)
Total stockholders’ equity		1,872			3,988
Total liabilities and stockholders’ equity	$	4,682		$	6,674

The accompanying notes are an integral part of these condensed consolidated financial statements.

NanoVibronix, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Amounts in thousands except share and per share data)

	2024			2023			2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023

Revenues	$	376		$	458		$	2,114		$	1,106
Cost of revenues		243			109			889			306
Gross profit		133			349			1,225			800

Operating expenses:
Research and development		249			33			557			123
Selling and marketing		181			190			545			631
General and administrative		673			796			2,335			2,780

Total operating expenses		1,103			1,019			3,437			3,534

Loss from operations		(970	)		(670	)		(2,212	)		(2,734	)

Interest expense		(33	)		(35	)		(101	)		(102	)
Financial expense, net		8			(19	)		53			(44	)

Loss before taxes on income		(995	)		(724	)		(2,260	)		(2,880	)

Income tax expense		(3	)		(3	)		(14	)		(18	)

Net loss	$	(998	)	$	(727	)	$	(2,274	)	$	(2,898	)

Basic and diluted net loss available for holders of Common Stock	$	(0.36	)	$	(0.42	)	$	(0.84	)	$	(1.73	)

Weighted average Common Stock outstanding:
Basic and diluted		2,803,181			1,721,026			2,712,836			1,678,684
Comprehensive loss:
Net loss available to common stockholders		(998	)		(727	)		(2,274	)		(2,898	)
Change in foreign currency translation adjustments		(3	)		1			(8	)		(36	)
Comprehensive loss available to common stockholders		(1,001	)		(726	)		(2,282	)		(2,934	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NanoVibronix, Inc.

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)

(Amounts in thousands except share and per share data)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Income			Deficit			Equity
	Series C Preferred Stock				Series D Preferred Stock				Series E Preferred Stock				Series F Preferred Stock				Common Stock				Additional Paid - in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Income			Deficit			Equity
Balance, December 31, 2023		-	$	-		-	$	-		-	$	-		-	$	-		2,046,307	$	2	$	70,149	$	(67	)	$	(66,096	)	$	3,988
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		165		-			-			165
Exercise of prefunded warrants		-		-		-		-		-		-		-		-		995,000		1		-		-			-			1
Currency translation adjustment		-		-				-		-		-		-		-		-		-		-		(8	)		-			(8	)
Issuance of Common stock		-		-				-		-		-		-		-		46		-		-		-			-			-
Other comprehensive loss		-		-		-		-		-		-		-		-		-		-		-		-			-			-
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(2,274	)		(2,274	)
Balance, September 30, 2024		-	$	-		-	$	-		-	$	-		-	$	-		3,041,353	$	3		70,314	$	(75	)		(68,370	)		1,872

Balance, December 31, 2022		-	$	-		-	$	-		-	$	-		-	$	-		1,641,146		2		65,634		(18	)		(62,385	)		3,233
Balance		-	$	-		-	$	-		-	$	-		-	$	-		1,641,146		2		65,634		(18	)		(62,385	)		3,233

Stock-based compensation		-		-		-		-		-		-		-		-		-		-		169		-			-			169
Issuance of Common stock		-		-		-		-		-		-		-		-		180,000		--		4,215								4,215
Currency translation adjustment		-		-		-		-		-		-		-		-		-		-		-		(36	)		-			(36	)
Exercise of pre-funded warrants		-		-		-		-		-		-		-		-		5,458		-		7		-			-			7
Exercise of options		-		-		-		-		-		-		-		-		-		-		-		-			-			-
Rounding-up of fractional shares due to reverse stock split		-		-		-		-		-		-		-		-		15,726		-		-		-			-			-
Other comprehensive loss		-		-		-		-		-		-		-		-		-		-		-		-			-			-
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(2,898	)		(2,898	)
Balance, September 30, 2023		-	$	-		-	$	-		-

SEC Form 10-Q filed by NanoVibronix Inc.