10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2015

OR

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

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)
525 Executive Boulevard
Elmsford, New York	10523
(Address of principal executive office)	(Zip Code)

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

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 x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 x     No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer    (Do not check if a smaller reporting company)	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s common stock, par value $0. 001 per share, as of November 16, 2015 was 2,611,328 shares.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
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	22
Signatures		23
Exhibits		24

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	September 30,		December 31,
	2015		2014
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,994	$	90
Trade receivables		6		21
Prepaid expenses and other accounts receivable		77		19
Inventories		74		35
Total current assets		2,151		165
PROPERTY AND EQUIPMENT, NET		12		18
DEFERRED ISSUANCE COSTS		-		358
SEVERANCE PAY FUND		190		182
Total assets	$	2,353	$	723

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

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share data)

	September 30,			December 31,
	2015			2014
	Unaudited			Audited
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable	$	39		$	101
Other accounts payable		231			702
Convertible Promissory notes		-			4,617
Total current liabilities		270			5,420
LONG-TERM LIABILITIES:
Warrants to purchase Common stock		1,386			734
Accrued severance pay		192			185
Total long-term liabilities		1,578			919
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Stock capital -
Common stock of $ 0.001 par value - Authorized: 24,000,000 shares at September 30, 2015 and December 31, 2014; Issued and outstanding: 2,611,328 and 163,580 shares at September 30, 2015 and December 31, 2014, respectively.		2			*)
Series A-1 Preferred stock of $ 0.001 par value - Authorized: 400,000 shares at September 30, 2015 and December 31, 2014; Issued and outstanding: 0 and 222,620 shares at September 30, 2015 and December 31, 2014, respectively		-			*)
Series A-2 Preferred stock of $ 0.001 par value - Authorized: 300,000 shares at September 30, 2015 and December 31, 2014; Issued and outstanding: 0 and 171,612 shares at September 30, 2015 and December 31, 2014		-			*)
Series C Preferred stock of $ 0.001 par value - Authorized: 5,500,000 shares at September 30, 2015 and December 31, 2014; Issued and outstanding: 1,951,261 and 0 shares at September 30, 2015 and December 31, 2014, respectively		2			-
Additional paid-in capital		19,454			11,234
Accumulated deficit		(18,953	)		(16,850	)
Total stockholders' equity (deficiency)		505			(5,616	)
Total liabilities and stockholders' equity (deficiency)	$	2,353		$	723

*) Represents an amount lower than $ 1 thousand.

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

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

	Nine months ended September 30,						Three months ended September 30,
	2015			2014			2015			2014
	Unaudited						Unaudited
Revenues	$	108		$	151		$	40		$	25
Cost of revenues		35			82			10			35
Gross profit		73			69			30			-10
Operating expenses:
Research and development		297			280			87			101
Selling and marketing		207			255			73			142
General and administrative		533			464			208			265
Total operating expenses		1,037			999			368			508
Operating loss		964			930			338			518
Financial expense, net		1,112			888			683			247
Loss before taxes on income		2,076			1,818			1,021			765
Taxes on income		27			29			18			1
Net loss	$	2,103		$	1,847		$	1,039		$	766
Total comprehensive loss	$	2,103		$	1.847		$	1,039		$	766
Net basic and diluted loss per share	$	(1.19	)	$	(11.92	)	$	(0.40	)	$	(4.94	)
Weighted average number of shares of Common stock used in computing basic and diluted net loss per share		1,767,417			155,009			2,611,328			155,009

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

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY)

U.S. dollars in thousands (except share data)

	Preferred stock						Common stock				Additional paid-in		Accumulated			Total stockholders' equity
	Number			Amount			Number		Amount		capital		Deficit			(deficiency)
Balance as of January 1, 2014 (audited)		394,232		$	*)			155,009	$	*)	$	10,906	$	(14,203	)	$	(3,297	)
Stock-based compensation related to options granted to consultants and employees		-			-			-		-		24		-			24
Exercise of options		-			-			8,571		*)		-		-			*)
Benefit component of convertible notes		-			-					*)		304		-			304
Total comprehensive loss		-			-			-		-		-		(2,647	)		(2,647	)
Balance as of December 31, 2014 (audited)		394,232			*)			163,580		*)		11,234		(16,850	)		(5,616	)
Issuance of Common stock, net of issuance costs		-			-			216,667		*)		511		-			511
Issuance of Preferred C stock, net of issuance costs		833,333			*)			-		-		1,964		-			1,964
Issuance of warrants to Common stock		-			-			-		-		446		-			446
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock		683,651			1			-		-		1,358		-			1,359
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock		1,508,001			2			-		-		2,099		-			2,101
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock		(2,128,868	)		(2	)		2,131,081		2		-		-			-
Conversion of Convertible Promissory Notes into Preferred C stock		603,769			1			-		-		1,605		-			1,606
Issuance of warrants to consultant		-			-			-		-		84		-			84
Issuance of Preferred C stock to a consultant		57,143			*)			-		-		*)		-			-
Issuance of Common stock to a consultant		-			-			100,000		*)		*)		-			-
Stock-based compensation related to options granted to consultants and employees		-			-			-		-		153		-			153
Total comprehensive loss		-			-			-		-		-		(2,103	)		(2,103	)
Balance as of September 30, 2015 (unaudited)		1,951,261		$	2			2,611,328	$	2	$	19,454	$	(18,953	)	$	505

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

	Preferred stock				Common stock				Additional paid-in		Accumulated			Total stockholders' equity
	Number		Amount		Number		Amount		capital		deficit			(deficiency)
Balance as of January 1, 2014 (audited)		394,232	$	*)		155,009	$	*)	$	10,906	$	(14,203	)	$	(3,297	)
Stock-based compensation related to options granted to consultants and employees		-		-		-		-		14		-			14
Benefit component of convertible notes		-		-		-		-		213		-			213
Total comprehensive loss		-		-		-		-		-		(1,847	)		(1,847	)
Balance as of September 30, 2014 (unaudited)		-	$	*)		155,009	$	*)	$	11,133	$	(16,050	)	$	(4,917	)

*) Represents an amount lower than $ 1 thousand.

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

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Nine months ended September 30,
	2015			2014
	Unaudited
Cash flows from operating activities:
Net loss	$	(2,103	)	$	(1,847	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		7			6
Stock-based compensation		153			14
Benefit component of Promissory Notes		384			889
Valuation of warrants to purchase Common stock		652			(267	)
Decrease in trade receivables		15			2
Increase in prepaid expenses and other accounts receivable		(58	)		(33	)
Decrease (increase) in inventories		(39	)		31
Increase (decrease) in accounts payable		(62	)		30
Increase (decrease) in other accounts payable		(113	)		252
Increase (decrease) in accrued severance pay, net		(1	)		1
Accrued interest on Promissory Notes		65			269
Net cash used in operating activities		(1,100	)		(653	)
Cash flows from investment activities:
Purchase of property and equipment		(1	)		(3	)
Net cash used in investment activities		(1	)		(3	)
Cash flows from financing activities:
Proceeds from issuance of Common stock, Preferred stock and warrants, net of issuance costs		3,005			-
Proceeds from issuance of Promissory Notes and warrants		-			600
Net cash provided by financing activities		3,005			600
Increase in cash and cash equivalents		1,904			(56	)
Cash and cash equivalents at the beginning of the period		90			94
Cash and cash equivalents at the end of the period	$	1,994		$	38
Supplemental information and disclosure of non-cash financing transactions:
Issuance costs	$	-		$	191
Conversion of Promissory Notes into Preferred B-1, B-2 stock and Preferred C stock	$	5,066		$	-

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

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

NOTE 1:- GENERAL

a. NanoVibronix, Inc. ("the Company"), a U.S. (Delaware) corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals.

The Company's principal research and development activities are conducted in Israel through its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003.

b. 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. During the nine month periods ended on September 30, 2015 and 2014, the Company continued to incur losses and negative cash flows from operating activities amounting to $2,103 and $1,100, respectively. 

c. On February 9, 2015, the Company filed a Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, to register its Common stock under Section 12(g) of that act. The Form 10 was effective on April 10, 2015.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2014 are applied consistently in these financial statements.

NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements as of September 30, 2015 have been prepared in accordance with the U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of September 30, 2015 and the Company’s consolidated results of operation and the consolidated cash flows for the nine months ended September 30, 2015. Results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.

NOTE 4:- FAIR VALUE MEASURMENTS

ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value.

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

During February 2013, the Company signed a convertible Promissory Notes agreement (the “Agreement”) pursuant to which the Company issued secured convertible Promissory Notes (the “Notes”) to certain investors on February 5, 2013.  On each of March 28, 2013, June 3, 2013, August 5, 2013, October 7, 2013, December 9, 2013, February 6, 2014, April 1, 2014, May 15, 2014, June 16, 2014, August 7, 2014, September 7, 2014, October 13, 2014, November 19, 2014 and December 11, 2014, the Agreement and the Notes were amended and restated to increase the principal amount by $100,000.  In addition, with each amendment, the Company issued to the holders of the Note warrants to purchase up to 37,594 shares of common stock in consideration for an additional $100 per amendment. The exercise price at which the warrants may be exercised is $2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire within a period of five years, based on the issuance date. 

In April 2015, the holders of the Notes elected to convert the outstanding principal and interest thereunder into shares of the Company’s series C preferred stock. On that date, an aggregate principal balance of $1,500,000 and $106,027 in accrued interest were converted into 603,769 shares of series C preferred stock.  The shares of series C preferred stock were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in fair value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense.

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

In estimating the warrants' fair value, the Company used the following assumptions:

	September 30,
	2015
Dividend yield (1)	0%
Expected volatility (2)	62.9%-65.5%
Risk-free interest (3)	0.85%-1.09%
Expected term (years) (4)	2.3-4.2

(1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

(2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants.

(3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

(4) Expected term - was based on the maturity date of the warrants.

Fair value measurement using significant unobservable inputs (Level 3):

	Fair value of warrants to Common stock
Balance at January 1, 2015	$	734
Change in fair value of warrants		652
Balance at September 30, 2015	$	1.386

In addition, the Company’s financial instruments also include cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, accounts payable and other accounts payable. The fair value of these financial instruments was not materially different from their carrying values as of September 30, 2015 due to the short-term maturities of such instruments.

NOTE 5:- STOCKHOLDERS' EQUITY (DEFICIENCY)

a. In January and February 2015, the Company entered into securities purchase agreements with certain investors providing for the issuance of shares of Common stock, shares of Series C Preferred stock and warrants to purchase shares of Common stock. Pursuant to these agreements, the Company issued an aggregate of 833,333 shares of Series C Preferred stock, 216,667 shares of Common stock and warrants to purchase 420,000 shares of Common stock at an exercise price of $3.00 per share and warrants to purchase 420,000 shares of Common stock at an exercise price of $ 6.00 per share, for aggregate consideration of $ 3,005 net of issuance costs of $ 145, which were previously recorded as deferred issuance costs.

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

b. In February 2015, upon the receipt by the Company of investment amounts aggregating $ 3,150, as described above, the B-1 Promissory Notes were converted by their terms into an aggregate of 560,594 shares of the Company's Series B-1 Preferred stock and 123,057 shares of Series C Preferred stock, and the Company's B-2 Promissory Notes were converted by their terms into an aggregate of 1,174,042 shares of Series B-2 Preferred stock and 333,959 shares of Series C Preferred stock.

c. In April 2015, the holders of the Fifteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 shares of the Company's Series C Preferred stock.

d. In April 2015, upon the effectiveness of the Company's Form 10 filed with the Securities and Exchange Commission, the outstanding shares of Series A-1 Preferred stock, Series A-2 Preferred stock, Series B-1 Preferred stock and Series B-2 Preferred stock converted by their terms into 2,131,081 shares of Common stock.

e. In April 2015, the Company issued 100,000 shares of Common stock to its legal counsel as part of the total consideration for its legal services associated with the Company’s fund raising.

f. In April 2015, the Company issued 57,143 Series C Preferred stock to a consultant as consideration for the provision of guidance and assistance in connection with the filing of the Company’s Form 10 and becoming a public reporting company.

NOTE 6:- 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:

	Nine months ended September 30,				Three months ended September 30,
	2015		2014		2015		2014
United States	$	41	$	64	$	11	$	4
Europe		15		23		7		2
Israel		10		21		5		0
India		7		7		0		3
Rest of the world		35		36		17		16
	$	108	$	151	$	40	$	25

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NANOVIBRONIX, INC. AND ITS SUBSIDIARY

During the nine month period ended September 30, 2015, revenues from a distributor accounted for 27% of total revenues. During the nine month period ended September 30, 2014, revenues from a distributor accounted for 40% of total revenues.

During the three month period ended September 30, 2015, revenues from a distributor accounted for 32% of total revenues. During the three month period ended September 30, 2014, revenues from a distributor accounted for 32% of total revenues.

The Company's long-lived assets are all located in Israel.

NOTE 7:- RELATED PARTY TRANSACTIONS

a. On March 25, 2015, the Company entered into an employment agreement with its chief executive officer. Under this employment agreement, he is entitled to a fee based on sales of the Company’s PainShield® product in the United States or Canada during the term of the employment agreement.

b. On March 25, 2015, the Company issued warrants to purchase up to 61,000 shares of Common stock to a related party as consideration for the provision of guidance and assistance in connection with the filing of the Company’s Form 10 and becoming a public reporting company. The warrants have an exercise price of $2.57 per share, subject to adjustment.

c. On March 25, 2015, the Company entered into an agreement with a member of the board of directors, pursuant to which, as consideration for his efforts developing, pursuing approval of, and/or raising market awareness and acceptance of the Company’s vibrating urology catheter-related products, the director is entitled to a fee for all such products sold in the United States or Canada during the term of the agreement. At the Company’s option, the fee may be paid in the form of cash or shares of Common stock. If paid in cash, the director must use a portion of the fee to purchase shares of Common stock in the open market within 30 days, subject to any limitations or restrictions that may apply under applicable laws.

NOTE 8:- SUBSEQUENT EVENTS

The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its interim consolidated financial statements as of September 30, 2015 (unaudited) and for the nine months period then ended (unaudited), the Company evaluated subsequent events through November 16, 2015 the date that the consolidated financial statements were issued.

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

You should read the following discussion and analysis of financial condition and results of operations in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Unless the context requires otherwise, references in this Form 10-Q to the “Company,” “NanoVibronix,” “we,” “our” and “us” refer to NanoVibronix, Inc., a Delaware corporation, and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

· The timing of clinical studies and eventual U.S. Food and Drug Administration approval of WoundShield® and our other product candidates.

· Regulatory actions that could adversely affect the price of or demand for our approved products.

· Market acceptance of existing and new products.

· Favorable or unfavorable decisions about our products from government regulators, insurance companies or other third-party payers.

· Our intellectual property portfolio.

· Our ability to recruit and retain qualified regulatory and research and development personnel.

· Unforeseen changes in healthcare reimbursement for any of our approved products.

· Lack of financial resources to adequately support our operations.

· Difficulties in maintaining commercial scale manufacturing capacity and capability.

· Our ability to generate internal growth.

· Changes in our relationship with key collaborators.

· Changes in the market valuation or earnings of our competitors or companies viewed as similar to us.

· Our failure to comply with regulatory guidelines.

· Uncertainty in industry demand and patient wellness behavior.

· General economic conditions and market conditions in the medical device industry.

· Future sales of large blocks of our common stock, which may adversely impact our stock price.

· Depth of the trading market in our common stock.

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The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for additional risks which could adversely impact our business and financial performance. Moreover, new risks regularly emerge and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Form 10-Q are based on information available to us on the date of this Form 10-Q. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We are a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals. Our WoundShield, PainShield® and UroShield® products are backed by novel technology which relates to ultrasound delivery through surface acoustic waves.

Recent Events

In April 2015, the holders of our Fifteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 shares of our series C preferred stock.

In April 2015, upon the effectiveness of our Form 10 filed with the Securities and Exchange Commission, the outstanding shares of our series A-1 preferred stock, series A-2 preferred stock, series B-1 preferred stock and series B-2 preferred stock converted by their terms into 2,131,081 shares of our common stock.

Critical Accounting Policies

A critical accounting policy is one that is both important to the portrayal of our financial condition and results of operation and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are more fully described in both (i) “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) Note 2 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. There have not been any material changes to such critical accounting policies since December 31, 2014.

The currency of the primary economic environment in which our operations are conducted is the U.S. dollar (“$” or “dollar”). Accordingly, our currency is the dollar.

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Results of Operations

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Revenues. For the nine months ended September 30, 2015 and 2014, our revenues were approximately $108,000 and $151,000, respectively, a decrease of approximately 28%, or $43,000, between the periods. The decrease was mainly attributable to a decrease in volume of sales to our distributor in the United States and to a lesser degree due to decreased sales and marketing efforts until we are approved for medicare reimbursement in the United States.

For the nine months ended September 30, 2015, the percentage of revenues attributable to our products was: PainShield - 94% and UroShield - 6%. For the nine months ended September 30, 2014, the percentage of revenues attributable to our products was: PainShield - 95%; UroShield 4.8%. For the nine months ended September 30, 2015 and 2014, the percentage of revenues attributable to our disposable products was 41% and 43%, respectively. For the nine months ended September 30, 2015 and 2014, the portion of our revenues that was derived from distributors was 27% and 41%, respectively.

Gross Profit. For the nine months ended September 30, 2015, gross profit decreased by approximately 4%, or $3,000, to approximately $66,000 from approximately $69,000 during the same period in 2014. The decrease was mainly due to the decrease in revenues in 2015 offset by an inventory write-off in 2014.

Our gross profit as a percentage of revenues is affected year-over-year by the mix of revenues from our products. Gross profit as a percentage of revenues was approximately 61% for the nine months ended September 30, 2015 as compared to 46% for the same period in 2014 as patch sales which contain much higher margins than product sales represented a higher percentage of overall sales in the nine months ended September 30, 2015 as compared with the nine months ended September 30, 2014.

Research and Development Expenses. For the nine months ended September 30, 2015 and 2014, research and development expenses were approximately $297,000 and $280,000, respectively, an increase of approximately 6%, or $17,000, between the periods. This increase was mainly due to an increase in salary and stock-based compensation expenses associated with our vice president of research and development in 2015.

Research and development expenses as a percentage of total revenues were approximately 275% and 185% for the nine months ended September 30, 2015 and 2014, respectively. The increase was due primarily to the decrease in revenues.

16

Selling and Marketing Expenses. For the nine months ended September 30, 2015 and 2014, selling and marketing expenses were approximately $207,000 and $255,000, respectively, a decrease of approximately 19%, or $48,000, between the periods. The decrease was mainly due to the reduction of $75,000 of expenses in 2015, which we incurred in 2014 to settle certain accounts payable and accrued expenses related to termination of a license agreement.

Selling and marketing expenses as a percentage of total revenues were approximately 192% and 169% for the nine months ended September 30, 2015 and 2014, respectively. The increase was due primarily to the decrease in revenues.

General and Administrative Expenses. For the nine months ended September 30, 2015 and 2014, general and administrative expenses were approximately $533,000 and $464,000, respectively, an increase of approximately 15%, or $69,000, between the periods. The increase was mainly due to the hiring of our current chief executive officer and chief financial officer and an increase in stock-based compensation expenses and professional services expenses associated with us becoming a public company.

General and administrative expenses as a percentage of total revenues were approximately 494% and 307% for the nine months ended September 30, 2015 and 2014, respectively. The increase was due primarily to the increase of expenses, as well as the decrease in revenues which were both described above.

Financial Expenses, net. For the nine months ended September 30, 2015 and 2014, financial expenses, net were approximately $1,112,000 and $888,000, respectively, an increase of approximately 25%, or $224,000, between the periods. The increase resulted primarily from the valuation adjustment of the warrants that were issued with our 2013 and 2014 convertible promissory notes partially offset by lower interest expenses accrued for our series B-1 and series B-2 promissory notes, which were converted on February 10, 2015 into shares of our series B-1 preferred stock and series B-2 preferred stock, and our convertible promissory notes, which were converted on April 27, 2015 into shares of our series C preferred stock.

Tax expenses. For the nine months ended September 30, 2015 and 2014, tax expenses were $27,000 and $29,000, respectively and is mostly related to the taxes incurred from our transfer prices from our Israel subsidiary.

Net Loss. Our net loss increased by approximately $256,000 or 14%, to approximately $2,103,000 for the nine months ended September 30, 2015 from approximately $1,847,000 in the same period of 2014. The decrease in net loss resulted primarily from the factors described above.

17

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Revenues. For the three months ended September 30, 2015 and 2014, our revenues were approximately $40,000 and $25,000, respectively, an increase of approximately 60%, or $15,000, between the periods. The increase was mainly attributable to a decrease in volume of sales in the third quarter of 2014 while management concentrated its efforts on a capital raise for the company.. Our revenues may fluctuate from quarter-to-quarter and, as we continue to grow our business, growth in revenues by quarter may not be linear or consistent.

For the three months ended September 30, 2015, the percentage of revenues attributable to our products was: PainShield - 98% and UroShield - 2%. For the three months ended September 30, 2014, the percentage of revenues attributable to our products was: PainShield - 96% and UroShield - 4%. For the three months ended September 30, 2015 and 2014, the percentage of revenues attributable to our disposable products was 45% and 45%, respectively. For the three months ended September 30, 2015 and 2014, the portion of our revenues that was derived from distributors was 32% and 45%, respectively.

Gross Profit. For the three months ended September 30, 2015, gross profit increased by $40,000, to approximately $30,000 from a deficit of $10,000 during the same period in 2014. The deficit in 2014 was a result of a write-off of obsolete inventory.

Our gross profit as a percentage of revenues is affected year-over-year by the mix of revenues of our products. Gross profit as a percentage of revenues was approximately 75% and negative 40% for the three months ended September 30, 2015 and 2014, respectively as patch sales which contain much higher margins than product sales represented a higher percentage of overall sales in the three months ended September 30, 2015 as compared with 2014.

Research and Development Expenses. For the three months ended September 30, 2015 and 2014, research and development expenses were approximately $87,000 and $101,000, respectively, a decrease of approximately 14%, or $14,000, between the periods. The decrease in 2015 was mainly due to reduced patent related expenses as well as decreased stock-based compensation expenses associated with our vice president of research and development.

Research and development expenses as a percentage of total revenues were approximately 217% and 404% for the three months ended September 30, 2015 and 2014, respectively. The decrease in 2015 was due primarily to the increase in revenues.

Our research and development expenses consist mainly of payroll expenses to employees involved in research and development activities, stock-based compensation expenses, expenses related to subcontracting, patents application and registration, clinical trial and facilities expenses associated with and allocated to research and development activities.

18

Selling and Marketing Expenses. For the three months ended September 30, 2015 and 2014, selling and marketing expenses were approximately $73,000 and $142,000, respectively, a decrease of approximately 49%, or $69,000, between the periods. The decrease was mainly due to a large one-time expense in 2014 related to termination of a license agreement.

Selling and marketing expenses as a percentage of total revenues were approximately 182% and 568% for the three months ended September 30, 2015 and 2014, respectively. The decrease was due primarily to the decrease in selling and marketing expenses described above.

Selling and marketing expenses consist mainly of payroll expenses to direct sales and marketing employees, stock-based compensation expenses, travel expenses, advertising and marketing expenses, rent and facilities expenses associated with and allocated to selling and marketing activities.

General and Administrative Expenses. For the three months ended September 30, 2015 and 2014, general and administrative expenses were approximately $208,000 and $265,000, respectively, a decrease of approximately 22%, or $57,000, between the periods. The decrease was mainly due unusually large expenses the company incurred in its efforts to raise capital in the third quarter of 2014.

General and administrative expenses as a percentage of total revenues were approximately 520% and 1060% for the three months ended September 30, 2015 and 2014, respectively. The increased amount in 2014was due primarily to the increase of expenses, as well as the decrease in revenues which were both described above.

Our general and administrative expenses consist mainly of payroll expenses for management and administrative employees, share-based compensation expenses, accounting, legal and facilities expenses associated with general and administrative activities.

Financial Expenses, net. For the three months ended September 30, 2015 and 2014, financial expenses, net were $683,000 and $247,000, respectively, an increase of $436,000, between the periods. The increase in 2015 was primarily due to the valuation adjustment of the warrants that were issued with our 2013 and 2014 convertible promissory notes partially offset by lower interest expenses accrued for our series B-1 and series B-2 promissory notes, which were converted on February 10, 2015 into shares of our series B-1 preferred stock and series B-2 preferred stock, and our convertible promissory notes, which were converted on April 27, 2015 into shares of our series C preferred stock.

Tax expenses. For the three months ended September 30, 2015 and 2014, tax expenses were $18,000 and $1,000, respectively. The tax expense is computed by multiplying income before taxes at our Israeli subsidiary by the appropriate tax rate. The decrease in our tax expenses was due to decreased income.

Net Loss. Our net loss increase by approximately $273,000, or 36%, to approximately 1,039,000 for the three months ended September 30, 2015 from approximately $766,000 in the same period of 2014. The decrease in net loss resulted primarily from the factors described above.

19

Liquidity and Capital Resources

We continue to incur losses and negative cash flows from operating activities. For the nine months ended September 30, 2015, we had losses of approximately $2,103,000 and negative cash flows from operating activities of approximately $1,100,000.

During the nine months ended September 30, 2015, and through November 16, 2015, we met our short-term liquidity requirements with the total proceeds of $3,150,000 we raised from certain investors. We intend to use these proceeds to meet our short-term liquidity requirements as well as to advance our long-term plans. It is our current belief that such proceeds will provide sufficient funding to meet our liquidity needs for the next twelve months.

Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products, our development of future products and competing technological and market developments. While we believe we have sufficient capital to execute our business plan over the next twelve months, there are no assurances that we will not need to raise additional capital at a later time, or that we would be able to raise additional capital, if required, on terms favorable to us.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

General . As of September 30, 2015, we had cash and cash equivalents of approximately $1,194,000, compared to approximately $90,000 as of December 31, 2014. The increase is attributable primarily to our fund raise of $3,150,000 in the first quarter of 2015. We have historically met our cash needs through a combination of issuance of equity, borrowing activities and sales. Our cash requirements are generally for product development, research and development cost, marketing and sales activities, finance and administrative cost, capital expenditures and general working capital.

Cash used in our operating activities was approximately $1,100,000 for the nine months ended September 30, 2015 and $653,000 for the same period in 2014. The increase in our cash usage was mainly associated with the decrease in our working capital mainly associated with the decrease in accounts payable and other accounts payable for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.

Cash used in investing activities was $1,000 and $3,000 for the nine month periods ended September 30, 2015 and 2014, respectively, and was mainly related to purchases of fixed assets.

Cash provided by financing activities was approximately $3,005,000 for the nine months ended September 30, 2015, which derived from issuance of shares of common stock, series C preferred stock and warrants to purchase shares of common stock for aggregate consideration of $3,005,000, which is net of issuance costs of $145,000, compared to $600,000 of cash provided by financing activities for the nine months ended September 30, 2014, which was derived from the issuance of convertible promissory notes.

Convertible Promissory Notes . On February 10, 2015, our series B-1 promissory notes converted by their terms into an aggregate of 560,594 shares of our series B-1 preferred stock and 123,057 shares of our series C preferred stock, and our series B-2 promissory notes converted by their terms into an aggregate of 1,174,042 shares of our series B-2 preferred stock and 333,959 shares of our series C preferred stock. In April 2015, upon the effectiveness of our Form 10 filed with the Securities and Exchange Commission, the outstanding shares of our series B-1 preferred stock and series B-2 preferred stock converted by their terms into 2,131,081 shares of our common stock. In addition, in April 2015, the holders of our Fifteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 shares of our series C preferred stock.

Off Balance Sheet Arrangements

As of September 30, 2015, we have no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Factors That May Affect Future Operations

We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including the ordering patterns of our distributors, timing of regulatory approvals, the implementation of various phases of our clinical trials and manufacturing efficiencies due to the learning curve of utilizing new materials and equipment. Our operating results could also be impacted by a weakening of the Euro and strengthening of the New Israeli Shekel, or NIS, both against the U.S. dollar. Lastly, other economic conditions we cannot foresee may affect customer demand, such as individual country reimbursement policies pertaining to our products.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.  Controls and Procedures

As of September 30, 2015, we conducted an evaluation, under the supervision and participation of management including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level as of September 30, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not a party to any material litigation nor are we aware of any such threatened or pending litigation.

There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock, or any associate of any of the foregoing is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

During the fiscal quarter ended September 30, 2015, there were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

21

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

In April 2015, we issued 100,000 shares of common stock to our legal counsel as part of the total consideration for its legal services associated with our fund raising. These securities were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold pursuant to the exemptions from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and under Regulation D of the Securities Act of 1933, as amended. The investor was an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended) at the time of the transaction.

In April 2015, we issued 57,143 shares of series C preferred stock to AYTA Consulting, LLC, a consultant to us, as consideration for the provision of guidance and assistance in connection with the filing of our Form 10 and becoming a public reporting company.  These securities were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) of the Securities Act of 1933, as amended. The investor was an accredited investor (as defined by Rule 501 under the Securities Act of 1933, as amended) at the time of the transaction.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not Applicable.

Item 5.  Other Information

None

Item 6.  Exhibits

See Index to Exhibits.

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NANOVIBRONIX, INC.
Date: November 16, 2015	By:	/s/ William Stern
		Name: William Stern, Ph.D.
		Title: Chief Executive Officer
Date: November 16, 2015	By:	/s/ Stephen Brown
		Name: Stephen Brown
		Title: Chief Financial Officer

23

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2015)
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 30, 2014)
10.1	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.28 to Amendment No. 3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 30, 2014)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language), (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Statements of Changes in Equity (Deficiency) (iv) Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements

* Filed herewith.

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)

I, William Stern, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q of NanoVibronix, Inc. (the “registrant”);

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2015	By:	/s/ William Stern
	Name:	William Stern
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)

I, Stephen Brown, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q of NanoVibronix, Inc. (the “registrant”);

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2015	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the three months ended September 30, 2015 of NanoVibronix, Inc. (the “Company”). I, William Stern, the Chief Executive Officer of the Company, certify that, based on my knowledge:

1.          The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

Date: November 16, 2015	By:	/s/ William Stern
	Name:	William Stern
	Title:	Chief Executive Officer (Principal Executive Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

EXHIBIT 32.2

CERTIFICATION FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the three months ended September 30, 2015 of NanoVibronix, Inc. (the “Company”). I, Stephen Brown, the Chief Financial Officer of the Company, certify that, based on my knowledge:

1.          The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

Date: November 16, 2015	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2014 are applied consistently in these financial statements.

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 1,994	$ 90
Trade receivables	6	21
Prepaid expenses and other accounts receivable	77	19
Inventories	74	35
Total current assets	2,151	165
PROPERTY AND EQUIPMENT, NET	12	18
DEFERRED ISSUANCE COSTS	0	358
SEVERANCE PAY FUND	190	182
Total assets	2,353	723
CURRENT LIABILITIES:
Accounts payable	39	101
Other accounts payable	231	702
Convertible Promissory notes	0	4,617
Total current liabilities	270	5,420
LONG-TERM LIABILITIES:
Warrants to purchase Common stock	1,386	734
Accrued severance pay	192	185
Total long-term liabilities	$ 1,578	$ 919
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Stock capital - Common stock of $ 0.001 par value - Authorized: 24,000,000 shares at June 30, 2015 and December 31, 2014; Issued and outstanding: 2,611,328 and 163,580 shares at June 30, 2015 and December 31, 2014, respectively.	$ 2		[1]
Additional paid-in capital	19,454	$ 11,234
Accumulated deficit	(18,953)	(16,850)
Total stockholders' equity (deficiency)	505	(5,616)
Total liabilities and stockholders' equity (deficiency)	2,353	$ 723
Series A1 Preferred StocK [Member]
STOCKHOLDERS' EQUITY (DEFICIENCY):
Stock capital - Preferred stock	0		[1]
Series A2 Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIENCY):
Stock capital - Preferred stock	0		[1]
Series C Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIENCY):
Stock capital - Preferred stock	$ 2

[1] Represents an amount lower than $ 1 thousand.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (2,103)	$ (1,847)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7	6
Stock-based compensation	153	14
Benefit component of Promissory Notes	384	889
Valuation of warrants to purchase Common stock	652	(267)
Decrease in trade receivables	15	2
Increase in prepaid expenses and other accounts receivable	(58)	(33)
Decrease (increase) in inventories	(39)	31
Increase (decrease) in accounts payable	(62)	30
Increase (decrease) in other accounts payable	(113)	252
Increase (decrease) in accrued severance pay, net	(1)	1
Accrued interest on Promissory Notes	65	269
Net cash used in operating activities	(1,100)	(653)
Cash flows from investment activities:
Purchase of property and equipment	(1)	(3)
Net cash used in investment activities	(1)	(3)
Cash flows from financing activities:
Proceeds from issuance of Common stock, Preferred stock and warrants, net of issuance costs	3,005
Proceeds from issuance of Promissory Notes and warrants	0	600
Net cash provided by financing activities	3,005	600
Increase in cash and cash equivalents	1,904	(56)
Cash and cash equivalents at the beginning of the period	90	94
Cash and cash equivalents at the end of the period	1,994	38
Supplemental information and disclosure of non-cash financing transactions:
Issuance costs	0	191
Conversion of Promissory Notes into Preferred B-1, B-2 stock and Preferred C stock	$ 5,066	$ 0

XML

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 40	$ 25	$ 108	$ 151
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	11	4	41	64
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7	2	15	23
Israel
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	5	0	10	21
India
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	0	3	7	7
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 17	$ 16	$ 35	$ 36

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RELATED PARTY TRANSACTIONS (Details Textual) - $ / shares	Sep. 30, 2015	Feb. 28, 2013
Related Party Transaction [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 2.66
Consideration for Provision of Guidance and Assistance [Member]
Related Party Transaction [Line Items]
Class of Warrant or Right, Outstanding	61,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.57

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GENERAL

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1:- GENERAL

a. NanoVibronix, Inc. ("the Company"), a U.S. (Delaware) corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals.

The Company's principal research and development activities are conducted in Israel through its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003.

b. 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. During the nine month periods ended on September 30, 2015 and 2014, the Company continued to incur losses and negative cash flows from operating activities amounting to $2,103 and $1,100, respectively.

c. On February 9, 2015, the Company filed a Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, to register its Common stock under Section 12(g) of that act. The Form 10 was effective on April 10, 2015.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	24,000,000	24,000,000
Common Stock, Shares, Issued	2,611,328	163,580
Common Stock, Shares, Outstanding	2,611,328	163,580
Series A1 Preferred StocK [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	400,000	400,000
Preferred Stock, Shares Issued	0	222,620
Preferred Stock, Shares Outstanding	0	222,620
Series A2 Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	300,000	300,000
Preferred Stock, Shares Issued	0	171,612
Preferred Stock, Shares Outstanding	0	171,612
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,500,000	5,500,000
Preferred Stock, Shares Issued	1,951,261	0
Preferred Stock, Shares Outstanding	1,951,261	0

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GENERAL (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Net Income (Loss) Attributable to Parent	$ 1,039	$ 766	$ 2,103	$ 1,847
Net Cash Provided by (Used in) Operating Activities, Continuing Operations			$ 1,100	$ 653

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
Document Information [Line Items]
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	0001326706
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	NVBXU
Entity Common Stock, Shares Outstanding		2,611,328
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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FAIR VALUE MEASURMENTS (Details)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Dividend yield	0.00%	[1]
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	65.50%	[2]
Risk-free interest	1.09%	[3]
Expected term (years)	4 years 2 months 12 days	[4]
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	62.90%	[2]
Risk-free interest	0.85%	[3]
Expected term (years)	2 years 3 months 18 days	[4]

[1] Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

[2] Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants.

[3] Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

[4] Expected term - was based on the maturity date of the warrants.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues	$ 40	$ 25	$ 108	$ 151
Cost of revenues	10	35	35	82
Gross profit	30	(10)	73	69
Operating expenses:
Research and development	87	101	297	280
Selling and marketing	73	142	207	255
General and administrative	208	265	533	464
Total operating expenses	368	508	1,037	999
Operating loss	338	518	964	930
Financial expense, net	683	247	1,112	888
Loss before taxes on income	1,021	765	2,076	1,818
Taxes on income	18	1	27	29
Net loss	1,039	766	2,103	1,847
Total comprehensive loss	$ 1,039	$ 766	$ 2,103	$ 1,847
Net basic and diluted loss per share (in dollars per share)	$ (0.40)	$ (4.94)	$ (1.19)	$ (11.92)
Weighted average number of shares of Common stock used in computing basic and diluted net loss per share (in shares)	2,611,328	155,009	1,767,417	155,009

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GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 6:- 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:

	Nine months ended				Three months ended
	September 30,				September 30,
	2015		2014		2015		2014
United States	$	41	$	64	$	11	$	4
Europe		15		23		7		2
Israel		10		21		5		0
India		7		7		0		3
Rest of the world		35		36		17		16
	$	108	$	151	$	40	$	25

During the nine month period ended September 30, 2015, revenues from a distributor accounted for 27% of total revenues. During the nine month period ended September 30, 2014, revenues from a distributor accounted for 40% of total revenues.

During the three month period ended September 30, 2015, revenues from a distributor accounted for 32% of total revenues. During the three month period ended September 30, 2014, revenues from a distributor accounted for 32% of total revenues.

The Company's long-lived assets are all located in Israel.

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STOCKHOLDERS' EQUITY (DEFICIENCY)

9 Months Ended

Sep. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 5:- STOCKHOLDERS' EQUITY (DEFICIENCY)

a. In January and February 2015, the Company entered into securities purchase agreements with certain investors providing for the issuance of shares of Common stock, shares of Series C Preferred stock and warrants to purchase shares of Common stock. Pursuant to these agreements, the Company issued an aggregate of 833,333 shares of Series C Preferred stock, 216,667 shares of Common stock and warrants to purchase 420,000 shares of Common stock at an exercise price of $3.00 per share and warrants to purchase 420,000 shares of Common stock at an exercise price of $ 6.00 per share, for aggregate consideration of $ 3,005 net of issuance costs of $ 145, which were previously recorded as deferred issuance costs.

b. In February 2015, upon the receipt by the Company of investment amounts aggregating $ 3,150, as described above, the B-1 Promissory Notes were converted by their terms into an aggregate of 560,594 shares of the Company's Series B-1 Preferred stock and 123,057 shares of Series C Preferred stock, and the Company's B-2 Promissory Notes were converted by their terms into an aggregate of 1,174,042 shares of Series B-2 Preferred stock and 333,959 shares of Series C Preferred stock.

c. In April 2015, the holders of the Fifteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 shares of the Company's Series C Preferred stock.

d. In April 2015, upon the effectiveness of the Company's Form 10 filed with the Securities and Exchange Commission, the outstanding shares of Series A-1 Preferred stock, Series A-2 Preferred stock, Series B-1 Preferred stock and Series B-2 Preferred stock converted by their terms into 2,131,081 shares of Common stock.

e. In April 2015, the Company issued 100,000 shares of Common stock to its legal counsel as part of the total consideration for its legal services associated with the Company’s fund raising.

f. In April 2015, the Company issued 57,143 Series C Preferred stock to a consultant as consideration for the provision of guidance and assistance in connection with the filing of the Company’s Form 10 and becoming a public reporting company.

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GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Sales Revenue, Net [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	32.00%	32.00%	27.00%	40.00%

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FAIR VALUE MEASURMENTS (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrants	$ (652,000)	$ 267,000
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2015	734,000
Change in fair value of warrants	652,000
Balance at June 30, 2015	$ 1,386

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FAIR VALUE MEASURMENTS (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

In estimating the warrants' fair value, the Company used the following assumptions:

	September 30,
	2015
Dividend yield (1)	0%
Expected volatility (2)	62.9%-65.5%
Risk-free interest (3)	0.85%-1.09%
Expected term (years) (4)	2.3-4.2

(1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

(2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants.

(3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

(4) Expected term - was based on the maturity date of the warrants.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Fair value measurement using significant unobservable inputs (Level 3):

	Fair value of warrants to Common stock
Balance at January 1, 2015	$	734
Change in fair value of warrants		652
Balance at September 30, 2015	$	1.386

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 7:- RELATED PARTY TRANSACTIONS

a. On March 25, 2015, the Company entered into an employment agreement with its chief executive officer. Under this employment agreement, he is entitled to a fee based on sales of the Company’s PainShield® product in the United States or Canada during the term of the employment agreement.

b. On March 25, 2015, the Company issued warrants to purchase up to 61,000 shares of Common stock to a related party as consideration for the provision of guidance and assistance in connection with the filing of the Company’s Form 10 and becoming a public reporting company. The warrants have an exercise price of $2.57 per share, subject to adjustment.

c. On March 25, 2015, the Company entered into an agreement with a member of the board of directors, pursuant to which, as consideration for his efforts developing, pursuing approval of, and/or raising market awareness and acceptance of the Company’s vibrating urology catheter-related products, the director is entitled to a fee for all such products sold in the United States or Canada during the term of the agreement. At the Company’s option, the fee may be paid in the form of cash or shares of Common stock. If paid in cash, the director must use a portion of the fee to purchase shares of Common stock in the open market within 30 days, subject to any limitations or restrictions that may apply under applicable laws.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 8:- SUBSEQUENT EVENTS

The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its interim consolidated financial statements as of September 30, 2015 (unaudited) and for the nine months period then ended (unaudited), the Company evaluated subsequent events through November 16, 2015 the date that the consolidated financial statements were issued.

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GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

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:

	Nine months ended				Three months ended
	September 30,				September 30,
	2015		2014		2015		2014
United States	$	41	$	64	$	11	$	4
Europe		15		23		7		2
Israel		10		21		5		0
India		7		7		0		3
Rest of the world		35		36		17		16
	$	108	$	151	$	40	$	25

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STOCKHOLDERS' EQUITY (DEFICIENCY) (Details Textual) - USD ($)	1 Months Ended	2 Months Ended	9 Months Ended
	Apr. 30, 2015	Feb. 28, 2015	Sep. 30, 2015	Feb. 28, 2013
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				37,594
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.66
Proceeds from Issuance or Sale of Equity		$ 3,005,000	$ 3,005,000
Payments of Stock Issuance Costs		145,000
Equity Method Investment, Aggregate Cost		$ 3,150
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			216,667
Conversion of Stock, Shares Issued	2,131,081		2,131,081
Stock Issued During Period, Shares, Issued for Services	100,000		100,000
Exercise Price One [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		420,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 3.00
Exercise Price Two [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		420,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 6.00
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		833,333	216,667
Convertible Preferred Stock, Shares Issued upon Conversion	603,769	123,057
Stock Issued During Period, Shares, Issued for Services	57,143
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion		560,594

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY) - USD ($) $ in Thousands	Total		Preferred stock		Common stock		Additional paid-in capital		Accumulated deficit
Balance as of December 31, 2014 (audited) at Dec. 31, 2013	$ (3,297)		$ 0	[1]	$ 0	[1]	$ 10,906		$ (14,203)
Balance (in shares) at Dec. 31, 2013			394,232		155,009
Stock-based compensation related to options granted to consultants and employees	14						14
Benefit component of convertible notes	213						$ 213
Total comprehensive loss	(1,847)								$ (1,847)
Balance at Sep. 30, 2014	(4,917)			[1]		[1]	$ 11,133		(16,050)
Balance (in shares) at Sep. 30, 2014					155,009
Balance as of December 31, 2014 (audited) at Dec. 31, 2013	(3,297)		$ 0	[1]	$ 0	[1]	10,906		(14,203)
Balance (in shares) at Dec. 31, 2013			394,232		155,009
Stock-based compensation related to options granted to consultants and employees	24		$ 0		$ 0		24		0
Exercise of options	0	[1]	0		$ 0	[1]	0		0
Exercise of options (in shares)					8,571
Benefit component of convertible notes	304		0		$ 0	[1]	304		0
Total comprehensive loss	(2,647)		0		0		0		(2,647)
Balance at Dec. 31, 2014	(5,616)		$ 0	[1]	$ 0	[1]	11,234		(16,850)
Balance (in shares) at Dec. 31, 2014			394,232		163,580
Issuance of Common stock, net of issuance costs	511		$ 0		$ 0	[1]	511		0
Issuance of Common stock, net of issuance costs (in shares)					216,667
Issuance of Preferred C stock, net of issuance costs	1,964		$ 0	[1]	$ 0		1,964		0
Issuance of Preferred C stock, net of issuance costs (in shares)			833,333
Issuance of warrants to Common stock	446		$ 0		0		446		0
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock	1,359		$ 1		0		1,358		0
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock (in shares)			683,651
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock	2,101		$ 2		0		2,099		0
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock (in shares)			1,508,001
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock	0		$ (2)		$ 2		0		0
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock (in shares)			(2,128,868)		2,131,081
Conversion of Convertible Promissory Notes into Preferred C stock	1,606		$ 1		$ 0		1,605		0
Conversion of Convertible Promissory Notes into Preferred C stock (in shares)			603,769
Issuance of warrants to consultant	84		$ 0		0		84		0
Issuance of Preferred C stock to a consultant	0		$ 0	[1]	0		0	[1]	0
Issuance of Preferred C stock to a consultant (in shares)			57,143
Issuance of Common stock to a consultant	0		$ 0		$ 0	[1]	0	[1]	0
Issuance of Common stock to a consultant (in shares)					100,000
Stock-based compensation related to options granted to consultants and employees	153		0		$ 0		153		0
Total comprehensive loss	(2,103)		0		0		0		(2,103)
Balance at Sep. 30, 2015	$ 505		$ 2		$ 2		$ 19,454		$ (18,953)
Balance (in shares) at Sep. 30, 2015			1,951,261		2,611,328

[1] Represents an amount lower than $ 1 thousand.

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FAIR VALUE MEASURMENTS

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value, Measurement Inputs, Disclosure [Text Block]

NOTE 4:- FAIR VALUE MEASURMENTS

ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value.

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

During February 2013, the Company signed a convertible Promissory Notes agreement (the “Agreement”) pursuant to which the Company issued secured convertible Promissory Notes (the “Notes”) to certain investors on February 5, 2013. On each of March 28, 2013, June 3, 2013, August 5, 2013, October 7, 2013, December 9, 2013, February 6, 2014, April 1, 2014, May 15, 2014, June 16, 2014, August 7, 2014, September 7, 2014, October 13, 2014, November 19, 2014 and December 11, 2014, the Agreement and the Notes were amended and restated to increase the principal amount by $100,000. In addition, with each amendment, the Company issued to the holders of the Note warrants to purchase up to 37,594 shares of common stock in consideration for an additional $100 per amendment. The exercise price at which the warrants may be exercised is $2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire within a period of five years, based on the issuance date.

In April 2015, the holders of the Notes elected to convert the outstanding principal and interest thereunder into shares of the Company’s series C preferred stock. On that date, an aggregate principal balance of $1,500,000 and $106,027 in accrued interest were converted into 603,769 shares of series C preferred stock. The shares of series C preferred stock were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in fair value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense.

In estimating the warrants' fair value, the Company used the following assumptions:

	September 30,
	2015
Dividend yield (1)	0%
Expected volatility (2)	62.9%-65.5%
Risk-free interest (3)	0.85%-1.09%
Expected term (years) (4)	2.3-4.2

(1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

(2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over a term that is equivalent to the expected term of the warrants.

(3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

(4) Expected term - was based on the maturity date of the warrants.

Fair value measurement using significant unobservable inputs (Level 3):

	Fair value of warrants to Common stock
Balance at January 1, 2015	$	734
Change in fair value of warrants		652
Balance at September 30, 2015	$	1.386

In addition, the Company’s financial instruments also include cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, accounts payable and other accounts payable. The fair value of these financial instruments was not materially different from their carrying values as of September 30, 2015 due to the short-term maturities of such instruments.

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FAIR VALUE MEASURMENTS (Details Textual) - USD ($)	9 Months Ended		12 Months Ended	23 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2014	Feb. 28, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					37,594
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 2.66
Proceeds From Issuance Of Warrants And Notes				$ 100,000
Debt Conversion, Original Debt, Amount	$ 5,066,000	$ 0
Convertible Promissory Note Agreement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Conversion, Original Debt, Amount				$ 100,000
Series C Preferred Stock [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds From Issuance Of Warrants And Notes	$ 1,500,000		$ 106,027
Debt Conversion, Converted Instrument, Shares Issued	603,769