10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2018

or

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

For the transition period from ___________ to ____________

Commission file number: 001-36763

MEDOVEX CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	46-3312262
(State or Other Jurisdiction	(IRS Employer
of Incorporation or Organization)	Identification Number)
3060 Royal Boulevard S Ste 150
Alpharetta, Georgia	30022
(Address of Principal Executive Offices)	(Zip Code)

(844) 633-6839

(Registrant’s Telephone Number, Including Area Code)

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.

[X] Yes [  ] 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

[X] Yes [  ] 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 [  ]	Smaller Reporting Company [X]
(Do not check if smaller reporting company)	Emerging growth Company [X]

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

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

[  ] Yes [X] No

As of August 10, 2018, 23,473,314 shares of the registrant’s common stock were outstanding.

MEDOVEX CORP.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (unaudited)	6
	Condensed Consolidated Statement of Stockholders’ (Deficit) Equity for the six months ended June 30, 2018 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3.	Defaults Upon Senior Securities.	23
Item 4.	Mine Safety Disclosures.	23
Item 5.	Other Information.	23
Item 6.	Exhibits.	23
SIGNATURES		24

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined under United States federal securities laws. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● our ability to market, commercialize and achieve broader market acceptance for our products;

● our ability to successfully expand, and achieve full productivity from, our sales, clinical support and marketing capabilities;

● our ability to successfully complete the development of, and obtain regulatory clearance or approval for, our products; and

● the estimates regarding the sufficiency of our cash resources, our ability to obtain additional capital or our ability to maintain or grow sources of revenue.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. You should also refer to the section of our Annual report on Form 10-K entitled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake to update any of the forward-looking statements after the date of this Quarterly Report, except to the extent required by applicable securities laws.

3

MEDOVEX CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2018 (unaudited)			December 31, 2017
Assets
Current Assets
Cash	$	114,456		$	245,026
Accounts receivable		155,852			157,069
Other receivables		32,774			86,888
Inventory		293,946			294,714
Prepaid expenses		111,361			204,532
Short-term receivable		—			150,000
Total Current Assets		708,389			1,138,229
Property and Equipment, net of accumulated depreciation		73,279			87,173
Deposits		2,751			2,751
Total Assets	$	784,419		$	1,228,153
Liabilities and Stockholders’ (Deficit) Equity
Current Liabilities
Interest payable	$	72,246		$	69,222
Accounts payable		492,822			196,171
Accounts payable to related parties		34,962			12,319
Accrued liabilities		189,833			64,000
Notes payable, current portion		88,170			132,294
Short-term note payable		100,000			—
Dividend payable		7,707			—
Unearned revenue		—			1,048
Total Current Liabilities		985,740			475,054
Long-Term Liabilities
Notes payable, net of current portion		5,674			38,990
Deferred rent		98			688
Total Long-Term Liabilities		5,772			39,678
Total Liabilities		991,512			514,732
Stockholders’ (Deficit) Equity
Series A Preferred stock - $.001 par value: 45,000 shares authorized, no shares issued and outstanding at June 30, 2018 (unaudited), 12,740 shares issued and outstanding and December 31, 2017		—			13
Series B Preferred stock - $.001 par value: 10,000 shares authorized, 9,250 shares issued and outstanding at June 30, 2018 (unaudited), no shares issued and outstanding at December 31, 2017		9			—
Common stock - $.001 par value: 49,500,000 shares authorized, 23,473,314 and 21,163,013 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively		23,473			21,163
Additional paid-in capital		34,926,514			33,509,648
Accumulated deficit		(35,157,089	)		(32,817,403	)
Total Stockholders’ (Deficit) Equity		(207,093	)		713,421
Total Liabilities and Stockholders’ (Deficit) Equity	$	784,419		$	1,228,153

See notes to condensed consolidated financial statements

4

MEDOVEX CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenues	$	252,163		$	—		$	396,345		$	—
Less: Discounts Allowed		(2,738	)		—			(3,731	)		—
Cost of Goods Sold		(204,868	)		—			(302,963	)		—
Gross Profit		44,557			—			89,651			—
Operating Expenses
General and administrative		867,863			1,025,938			1,764,224			2,448,416
Sales and marketing		200,622			145,621			451,114			227,758
Research and development		16,185			56,333			155,310			391,774
Depreciation		6,866			6,671			13,894			12,892
Total Operating Expenses		1,091,536			1,234,563			2,384,542			3,080,840
Operating Loss		(1,046,979	)		(1,234,563	)		(2,294,891	)		(3,080,840	)
Other Expenses
Foreign currency transaction loss		11,641			—			12,034			—
Interest expense		27,280			1,438			32,761			392,235
Total Other Expenses		38,921			1,438			44,795			392,235
Total Loss from Continuing Operations		(1,085,900	)		(1,236,001	)		(2,339,686	)		(3,473,075	)
Discontinued Operations
Loss from discontinued operations		—			—			—			1,163
Total Loss from Discontinued Operations		—			—			—			(1,163	)
Net Loss	$	(1,085,900	)	$	(1,236,001	)	$	(2,339,686	)	$	(3,474,238	)
Dividend on outstanding Series B Preferred stock		(7,707	)					(7,707	)
Deemed dividend on beneficial conversion features		(259,350	)		—			(259,350	)		—
Net loss attributable to common shareholders	$	(1,352,957	)	$	(1,236,001	)	$	(2,606,743	)	$	(3,474,238	)

Loss per share – Basic:
Continuing Operations	$	(0.06	)	$	(0.07	)	$	(0.12	)	$	(0.20	)
Discontinued Operations		—			—			—			—
Net Loss per share	$	(0.06	)	$	(0.07	)	$	(0.12	)	$	(0.20	)

Loss per share – Diluted:
Continuing Operations	$	(0.06	)	$	(0.07	)	$	(0.12	)	$	(0.20	)
Discontinued Operations		—			—			—			—
Net Loss per share	$	(0.06	)	$	(0.07	)	$	(0.12	)	$	(0.20	)
Weighted average outstanding shares used to compute basic net loss per share		23,397,228			17,966,591			22,440,756			17,171,528
Weighted average outstanding shares used to compute diluted net loss per share		23,397,228			17,966,591			22,440,756			17,171,528

See notes to condensed consolidated financial statements

5

MEDOVEX CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the six months ended June 30, 2018

(UNAUDITED)

	SeriesA Preferred Stock						Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ (Deficit)
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance – December 31, 2017		12,740		$	13			—		—		21,163,013	$	21,163	$	33,509,648		$	(32,817,403	)	$	713,421
Issuance of common stock pursuant to a private placement completed in February 2018, net of offering costs		—			—			—		—		770,000		770		241,727			—			242,497
Issuance of warrants pursuant to a private placement completed in February 2018		—			—			—		—		—		—		52,003			—			52,003
Issuance of warrants in connection with short-term debt in March 2018		—			—			—		—		—		—		25,646			—			25,646
Issuance of common stock pursuant to preferred stock conversion in March 2018		(12,740	)		(13	)		—		—		1,274,000		1,274		(1,261	)		—			—
Issuance of common stock pursuant to conversion of convertible debt in April 2018		—			—			—		—		266,301		266		100,928			—			101,194
Issuance of preferred stock pursuant to a private placement completed in May 2018, net of offering costs		—			—			8,250		8		—		—		413,174			—			413,182
Issuance of warrants pursuant to a private placement completed in May 2018		—			—			—		—		—		—		161,206			—			161,206
Convertible preferred stock – beneficial conversion feature pursuant to a private placement completed in May 2018		—			—			—		—		—		—		245,612			—			245,612
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018		—			—			1,000		1		—		—		68,773			—			68,774
Issuance of warrants pursuant to conversion of short-term debt in May 2018		—			—			—		—		—		—		17,488			—			17,488
Convertible preferred stock – beneficial conversion feature pursuant to conversion of short-term debt in May 2018		—			—			—		—		—		—		13,738			—			13,738
Dividend payable		—			—			—		—		—		—		(7,707	)		—			(7,707	)
Stock based compensation		—			—			—		—		—		—		85,539			—			85,539
Net loss		—			—			—		—		—		—		—			(2,339,686	)		(2,339,686	)
Balance – June 30, 2018		—		$	—			9,250	$	9		23,473,314	$	23,473	$	34,926,514		$	(35,157,089	)	$	(207,093	)

See notes to consolidated financial statements

6

MEDOVEX CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2018			2017
Cash Flows from Operating Activities
Net loss	$	(2,339,686	)	$	(3,474,238	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		13,894			12,892
Amortization of debt discount		25,646			31,772
Debt conversion expense		—			355,985
Accrued interest related to convertible debenture		1,194			—
Stock-based compensation		85,539			500,408
Straight-line rent adjustment		(590	)		—
Changes in operating assets and liabilities, net of effects of disposition:
Accounts receivable		1,217			—
Other receivables		54,114			—
Prepaid expenses		93,171			228,116
Inventory		768			(55,978	)
Accounts payable		296,651			(123,628	)
Accounts payable to related parties		22,643			—
Interest payable		3,024			—
Unearned revenue		(1,048	)		—
Accrued liabilities		125,833			(129,800	)
Net Cash Used in Operating Activities		(1,617,630	)		(2,654,471	)
Cash Flows from Investing Activities
Payment received from Streamline note receivable		150,000			—
Expenditures for property and equipment		—			(10,461	)
Net Cash Provided by (Used in) Investing Activities		150,000			(10,461	)
Cash Flows from Financing Activities
Principal payments under note payable obligations		(77,440	)		(97,016	)
Proceeds from issuance of common stock and preferred stock, net of offering costs		901,291			1,816,045
Proceeds from issuance of warrants, net of offering costs		238,855			802,017
Proceeds from issuance of convertible debt		74,354			—
Proceeds from issuance of short term loan		200,000			—
Net Cash Provided by Financing Activities		1,337,060			2,521,046
Net Decrease in Cash		(130,570	)		(143,886	)
Cash - Beginning of period		245,026			892,814
Cash - End of period	$	114,456		$	748,928
Supplementary Cash Flow Information
Cash paid for interest	$	3,684		$	4,476
Non-cash investing and financing activities
Financing agreement for insurance policy	$	74,672		$	66,895
Conversion of note and accrued interest to common stock		101,194			718,079
Conversion of short-term loan to preferred stock and warrants		100,000			126,720
Issuance of common stock for consideration of cancellation of warrants		—			208,000
Issuance of common stock warrants for conversion of notes		—			305,201
Issuance of common stock for board fees		—			240,000
Issuance of common stock for preferred stock conversion		1,274			931
Issuance of common stock warrants for placement agent fees		—			304,183
Issuance of warrants for promissory note		25,646			—
Dividends accrued		7,707			—

See notes to condensed consolidated financial statements

7

MEDOVEX CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of the Company

MedoveX Corp. (the “Company” or “MedoveX”) was incorporated in Nevada on July 30, 2013 as SpineZ Corp. (“SpineZ”) and changed its name to MedoveX Corp. on March 20, 2014. MedoveX is the parent company of Debride Inc. (“Debride”), which was incorporated under the laws of the State of Florida on October 1, 2012. The Company is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017 for the DenerveX System and it is now commercially available throughout the European Union and several other countries that accept CE marking. The Company’s first sale of the DenerveX System occurred in July 2017. The Company plans to seek approval for the DenerveX System from the Food & Drug Administration (“FDA”) in the United States.

Note 2 – Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2018 and the results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K. The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future year.

principles of consolidation

These unaudited condensed consolidated financial statements that present the Company’s results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017, include Debride and the accounts of the Company as well as its formerly wholly-owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include the deferred income tax asset and the related valuation allowance, and the fair value of its share-based payment arrangements.

For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates.

Foreign Currency Transaction

The Company’s revenues and expenses transacted in foreign currencies are recorded as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. The Company recorded approximately $4,900 and $5,200, respectively, in foreign currency translation expense for the three and six months ended June 30, 2018. The Company did not incur any foreign currency transaction costs related to revenues and expenses transacted in foreign currencies for the three and six months ending June 30, 2017.

Foreign currency denominated monetary assets and liabilities of the Company are measured at the end of each reporting period using the exchange rate as of the balance sheet date and are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. As of June 30, 2018, the Company recorded a net translation loss of approximately $5,900 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to foreign currency denominated monetary assets and liabilities for the three and six months ending June 30, 2017.

8

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective.

In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The adoption of this standard did not have a material impact on the consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

Note 3 – Accounts Receivable

Accounts receivable primarily represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables.

Note 4 – Other Receivables

Other receivables include input and importation value added tax (VAT) paid by the Company for conducting business in the European Union (“EU”) and for importing goods from outside the EU.

Note 5 - Inventory

Inventories consist only of finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method.

Inventories consisted of the following items as of June 30, 2018, and December 31, 2017:

	June 30, 2018		December 31, 2017
Split Return Electrodes	$	—	$	1,868
Denervex device		153,946		111,596
Pro-40 generator		140,000		181,250
Total	$	293,946	$	294,714

Note 6 - Property and Equipment

Property and equipment, net, consists of the following:

	Useful Life	June 30, 2018			December 31, 2017
Furniture and fixtures	5 years	$	67,777		$	67,777
Computers and software	3 years		31,738			31,738
Leasehold improvements	5 years		35,676			35,676
			135,191			135,191
Less accumulated depreciation			(61,912	)		(48,018	)
Total		$	73,279		$	87,173

Depreciation expense amounted to $6,866 and $13,894, respectively, for the three and six months ended June 30, 2018. Depreciation expense amounted to $6,671 and $12,892, respectively, for the three and six months ended June 30, 2017.

9

Note 7 - Equity Transactions

Common Stock Issuance

In November 2016, the Board authorized the issuance of shares of common stock to all Board members, both current and former, in an amount equivalent to $240,000, representing their accrued but unpaid directors’ fees as of December 31, 2016. In January 2017, the Company issued an aggregate of 173,911 shares at $1.38 per share, which was the average closing price of the Company’s stock during 2016, to fulfill this obligation. The closing price of the Company’s stock on January 17, 2017, the day the shares were issued, was $1.16 per share.

Stock-Based Compensation Plan

2013 Stock Option Incentive Plan

We utilize the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding.

For the three and six months ended June 30, 2018, the Company recognized approximately $34,000 and $85,000, respectively, as compensation expense with respect to vested stock options. For the three and six months ended June 30, 2017, the Company recognized approximately $135,000 and $500,000, respectively, as compensation expense with respect to vested stock options.

Stock Option Activity

As of June 30, 2018, there were 179,074 shares of time-based, non-vested stock options outstanding. As of June 30, 2018, there was approximately $75,000 of total unrecognized stock-based compensation related to these non-vested stock options. That expense is expected to be recognized on a straight-line basis over a weighted average period of 1.52 years.

The following is a summary of stock option activity at June 30, 2018:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at 12/31/2017		1,314,059		$	2.01		8.19
Forfeited		(136,035	)	$	1.69		—
Outstanding at 6/30/2018		1,178,024		$	2.04		7.70
Exercisable at 6/30/2018		998,950		$	2.14		7.64

Private Placement

On February 26, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company sold an aggregate of 770,000 shares of common stock and 385,000 warrants to purchase common stock. The offering resulted in $308,000 in gross proceeds to the Company. The warrants have a five-year term commencing six months from issuance with an exercise price of $0.75. The Company allocated $52,003 to the warrants and the remainder to the issuance of the common stock. The Company incurred $13,500 in legal expenses related to the offering.

On May 1, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of the Company’s 5% Series B Convertible Preferred Stock (the “Series B Shares”) and (ii) warrants to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The market value of the common stock on the date of the agreement was $0.44. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share.

As a result of the offering, the Company sold an aggregate of 8.25 Units and issued to the Investors an aggregate of 8,250 Series B Shares and 2,062,500 warrants to purchase common stock, resulting in total $825,000 gross proceeds to the Company. The Company incurred $5,000 in legal fees related to the offering, which resulted in $820,000 net cash received from the offering. The 8,250 Series B Shares sold in the Offering are convertible into an aggregate of 2,062,500 shares of Common Stock.

10

The net proceeds of the offering of $820,000 were first allocated to the warrants issued to investors, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $246,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders.

preferred Stock Conversion

On March 30, 2018, 12,740 shares of Series A Preferred Stock were converted into an aggregate of 1,274,000 restricted shares of authorized common stock, par value $0.001 per share.

Debt Conversion

Convertible Debenture

On April 26, 2018, the Company’s $100,000 5% convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation. The debt was converted into shares at $0.38 per share, which was 85% of the average closing price of the Company’s stock during the twenty trading days immediately preceding the delivery of the notice of conversion. The market value of the common stock on the date of the conversion was $0.40. This difference noted above lead to an immaterial amount related to a beneficial conversion feature.

Promissory Note

On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the $200,000 outstanding promissory note into Series B Shares (Note 7). The conversion of $100,000 was converted under the terms of the May 1, 2018 securities purchase agreement. The $100,000 conversion was converted into an aggregate of 1,000 shares of the Company’s 5% Series B Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share.

The converted $100,000 was first allocated to the warrants issued in conjunction with the conversion, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $14,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders.

Note 8 – Commitments & Contingencies

Operating Leases

Office Space

The Company pays TAG Aviation, a company owned by its Chief Executive Officer, Jarrett Gorlin (“Mr. Gorlin”) for office space that is currently being used as the Company’s principal business location plus utilities cost (see “Related-Party Transactions”) on a monthly basis. Base annual rent is $2,147 per month. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $9,400 and $18,800, respectively, for the three and six months ended June 30, 2018. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $6,300 and $15,700 for the three and six months ended June 30, 2017.

On July 8, 2015, the Company entered into a 3-year lease agreement for a commercial building which commenced on August 1, 2015. Base rent for the three and six months ended June 30, 2018 was $2,948 per month. Total lease expense for the three and six months ended June 30, 2018 was approximately $8,800 and $17,700, respectively related to this lease. Total lease expense for the three and six months ended June 30, 2017 was approximately $8,550 and $17,100, respectively related to this lease.

Future minimum lease payments under this rental agreement are approximately as follows:

For the year ending:

December 31, 2018	$	5,800
	$	5,800

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Equipment

The Company entered into a non-cancelable 36-month operating lease agreement for equipment on March 23, 2018. The agreement is renewable at the end of the term and requires the Company to maintain comprehensive liability insurance. Total lease expense was approximately $900 and $1,800, respectively, for the three and six months ended June 30, 2018. Total lease expense was approximately $700 and $1,400, respectively, for the three and six months ended June 30, 2017.

Future minimum lease payments under this operating lease agreement are approximately as follows:

For the year ending:

December 31, 2018	$	1,000
December 31, 2019		1,900
December 31, 2020		1,900
December 31, 2021		500
	$	5,300

Consulting Agreements

The Company has an agreement with Jesse Crowne, a Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $13,333 per month. The Company incurred $39,999 and $79,998, respectively, for the three and six months ended June 30, 2018 related to this consulting agreement, of which $13,333 was included in accounts payable at June 30, 2018. The monthly consulting fee was increased from a rate of $9,167 beginning in January 2018. The Company incurred approximately $27,500 and $55,000, respectively, for the three and six months ended June 30, 2017 related to this consulting agreement.

The Company has a consulting agreement with a sales, marketing, and distribution consultant in Latin America at a fee of $7,000 per month through December 31, 2018. The Company incurred $21,000 and $42,000, respectively, for the three and six months ended June 30, 2018 related to this consulting agreement. The Company incurred $9,000 and $24,000, respectively, for the three and six months ended June 30, 2017 related to this consulting agreement.

The Company has consulting agreements with a varying team of sales, marketing, and distribution consultants in Europe who provide consulting services for aggregate compensation amounting to approximately €21,000 (approximately $25,000) per month. The consulting agreements, while subject to modifications, commenced at separate dates and will also terminate at separate dates through April 30, 2019. The Company incurred approximately $88,000 and $160,000, respectively, for the three and six months ended June 30, 2018 related to these consulting agreements. The Company incurred approximately $34,000 and $73,000, respectively, for the three and six months ended June 30, 2017 related to these consulting agreements.

Generator development agreement

The Company was obligated to reimburse Bovie Medical Corporation (“Bovie”) up to $295,000 for the development of the Pro-40 electrocautery generator. The Company did not incur any expenses to Bovie for the three and six months ended June 30, 2018 under this agreement. The Company incurred approximately $0 and $31,000, respectively, for the three and six months ended June 30, 2017 under this agreement. Through June 30, 2018, the Company has paid approximately $422,000 to Bovie related to this agreement. The original $295,000 agreement was a based number along the pathway of development. Additional requirements were added as the research and development process progressed and as a result certain prices increased and additional costs were added to further customize the DenerveX System. The Company is currently manufacturing the generator for sales.

Distribution center and logistic services agreement

The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company pays a fixed monthly fee of €2,900 (approximately $3,500) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services. Total expenses paid for the distribution center and logistics agreement was approximately $44,000 and $85,000, respectively, for the three and six months ended June 30, 2018. The Company did not incur any expenses under this agreement for the three and six months ended June 30, 2017.

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Co-Development Agreement

In September 2013, the Company executed a Co-Development Agreement with James R. Andrews, M.D. (“Dr. Andrews”) to further evaluate, test and advise on the development of products incorporating the use of the patented technology. In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent.

The Company incurred approximately $5,700 and $8,600, respectively, in royalty expense under the co-development agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were paid to Dr. Andrews for the three and six months ended June 30, 2017.

Patent Assignment and Contribution Agreements

On February 1, 2013, the Company issued 750,108 shares of common stock to Scott Haufe, M.D. (“Dr. Haufe”) pursuant to the terms of a Contribution and Royalty Agreement dated January 31, 2013 between the Company and Dr. Haufe. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030.

The Company incurred approximately $2,800 and $4,300, respectively, in royalty expense under the Contribution and Royalty agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were paid to Dr. Haufe for the three and six months ended June 30, 2017.

Streamline Inc. Asset Sale

The asset sale of Streamline Inc. resulted in the immediate receipt of $500,000 in cash, and a $150,000 note receivable that was due to the Company on January 1, 2018. The $150,000 note receivable represents the non-contingent portion of the receivables due from the sale. The Company received the short-term receivable on January 2, 2018.

The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a “Contingent Period”), a contingent payment in cash (each, a “Contingent Payment”) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of “IV suspension system” products in excess of 100 units during each Contingent Period. Each such Contingent Payment is payable to the Company by the acquiring party by no later than March 31st of the subsequent year; provided, however, that the total aggregate amount of all Contingent Payments owed by the acquiring party to the Company for all Contingent Periods will not exceed $850,000. The Company is yet to receive any Contingent Payments and has no reason to expect it will receive any Contingent Payments.

The Company did not incur any Streamline related expenses for the three and six months ended June 30, 2018. The Company recorded a nominal amount in Streamline related expenses for the three and six months ended June 30, 2017.

Note 9 – Short Term Liabilities

Finance Agreement

The Company entered into a commercial insurance premium finance and security agreement in December 2017. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $24,000 and carry an annual percentage interest rate of 5.98%.

The Company had an outstanding premium balance of approximately $22,000 at June 30, 2018 related to the agreement, which is included in notes payable, current portion in the consolidated balance sheets. The Company paid interest expense related to the finance agreement for the three and six months ended June 30, 2018 in the amount of approximately $700 and $1,400, respectively. The Company had paid the yearly premium in full and had no outstanding balance at June 30, 2017 related to the agreement.

Promissory Notes

On March 26, 2018 the Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. The outstanding principal and all accrued but unpaid interest was originally due on May 15, 2018. The Company issued warrants to purchase an aggregate of 133,333 shares of common stock par value $.001 per share in conjunction with the promissory note to Mr. Gorlin. Each warrant has an exercise price of $0.75 and is exercisable for a period of five years commencing from the date of issuance. The Company recorded the proceeds from the promissory note and the accompanying warrants, which accrete over the period the loan is outstanding, on a relative fair basis of approximately $174,000 and $26,000, respectively.

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On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the outstanding promissory note into Series B Shares. (See Note 7). Additionally, the due date for the remaining $100,000 of the promissory note was extended to August 31, 2018. The balance of the loan at June 30, 2018 was $100,000. The Company incurred approximately $140 and $2,100, respectively, in interest expense related to the promissory note for the three and six months ended June 30, 2018, which is exclusive of the amortization expense recognized in connection with the accompanying warrants issued with the note.

In conjunction with the consummation of the Streamline acquisition on March 25, 2015, the Company assumed two promissory notes for approximately $135,000 and $125,000 to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund, both outside non-related parties. Payments on both notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Both notes have a maturity date of August 1, 2019. The promissory notes, including interest, had outstanding balances of approximately $79,000 and $104,000 at June 30, 2018 and December 31, 2017, respectively.

The Company incurred interest expense related to the promissory notes for the three and six months ended June 30, 2018 in the amount of approximately $1,200 and $2,300, respectively. The Company incurred interest expense related to the promissory notes for the three and six months ended June 30, 2017 in the amount of approximately $2,000 and $3,800, respectively. The Company had unpaid accrued interest in the amount of approximately $72,000 and $69,000 at June 30, 2018 and 2017, respectively, related to the promissory notes.

Expected future payments related to the promissory notes as of June 30, 2018, are approximately as follows:

For the year ending:

December 31, 2018		134,000
December 31, 2019		45,000
	$	179,000

Convertible Debenture

On January 31, 2018, the Company issued a 5% convertible debenture in exchange for $100,000. The debenture accrued interest at 5% per annum. Principal and interest were due on January 30, 2019. The debenture was convertible at the option of the holder into shares of the Company’s common stock at a conversion rate equivalent to 85% of the average closing price of the Company’s common stock for the 20 days preceding the conversion.

On April 26, 2018, the convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation (Note 7). Prior to the conversion, the Company recognized approximately $400 and $1,200, respectively, in interest expense related to the convertible debenture during the three and six months ended June 30, 2018. The market value of the common stock on the date of the conversion was $0.40. This difference lead to an immaterial amount related to a beneficial conversion feature.

Note 10 – Revenue

The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is reasonably assured.

Revenue recognition occurs at the time product is shipped to customers from the third-party distribution warehouse located in Berlin, Germany. Our stocking distributors, who sell the products to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. Our stocking distributors are obligated to pay us the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Our direct customers do not have any contractual rights of return or exchange other than for defective product or shipping error.

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Note 11 – Common Stock Warrants

Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of all warrants are designated as Level 2 since all the significant inputs are observable and quoted prices were available for the four comparative companies in an active market.

A summary of the Company’s warrant issuance activity and related information for the six months ended June 30, 2018 is as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at 12/31/2017		7,194,215	$	1.74		3.40
Issued		2,830,833	$	0.75		3.18
Outstanding and exercisable at 6/30/2018		10,025,048	$	1.46		2.95

The fair value of all warrants issued are determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued.

The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at June 30, 2018 as of their respective issue dates are as follows:

Event Description	Date	MDVX Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Private placement	2/26/18	$	0.51	$	0.75	$	0.20	5 years		2.60		55.91
Short-term debt	3/26/18	$	0.53	$	0.75	$	0.22	5 years		2.64		56.57
Private placement	5/1/2018	$	0.44	$	0.75	$	0.11	3 years		2.66		56.92
Debt conversion	5/15/2018	$	0.39	$	0.75	$	0.08	3 years		2.75		57.03

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Note 12 - Income Taxes

For the period from February 1, 2013 (inception) to June 30, 2018, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully reserved as of June 30, 2018 and December 31, 2017, since it is currently more likely than not that the benefit will not be realized in future periods.

The Company is required to file federal income tax returns and state income tax returns in the states of Florida, Georgia and Minnesota. There are no uncertain tax positions at June 30, 2018 or December 31, 2017. The Company has not undergone any tax examinations since inception.

Note 13 - Related-Party Transactions

Patent Assignment and Royalty Agreements

The Company has a Contribution and Royalty Agreement with Dr. Haufe, a director of the Company. The agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues received by the Company from sales of all products derived from the use of the DenerveX technology. The Company incurred approximately $2,800 and $4,300, respectively, in royalty expense under the Contribution and Royalty agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were earned or paid to Dr. Haufe for the three and six months ended June 30, 2017.

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Co-Development Agreement

The Company entered into a Co-Development Agreement with Dr. Andrews, a director of the Company, in September 2013. The agreement provides for the Company to pay Dr. Andrews a royalty of 2% of the Company’s net sales earned from applicable product sales for at least 5 years from the effective date of the agreement. The Company incurred approximately $5,700 and $8,600 in royalty expense under the co-development agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were earned or paid to Dr. Andrews for the three and six months ended June 30, 2017.

Operating Lease

As described in Note 8, the Company pays TAG Aviation LLC, (“TAG”), a company owned by Mr. Gorlin, for month to month rental of office space at Dekalb-Peachtree Airport in Atlanta Georgia plus cost of utilities. Base rent payments under this arrangement is $2,147 per month. Rent expense and utilities expenses incurred by TAG Aviation amounted to approximately $9,400 and $18,800, respectively, for the three and six months ended June 30, 2018. Approximately $3,100 was included in accounts payable as of June 30, 2018. Rent expense and utilities expenses paid to TAG Aviation amounted to approximately $6,300 and $15,700, respectively, for the three and six months ended June 30, 2017.

Consulting expense

As described in Note 8, the Company paid $39,999 and $79,998, respectively, for the three and six months ended June 30, 2018 to Jesse Crowne, a director and Co-Chairman of the Board of the Company, for business advisory services, of which $13,333 was included in accounts payable at June 30, 2018.

Note 14 - Research and Development

Devicix Prototype Manufacturing Agreement

In November 2013, the Company accepted a proposal from Devicix, a Minneapolis, Minnesota based FDA registered contract designer and developer, to develop a commercially viable prototype of its product that could be used to receive regulatory approval from the FDA and other international agencies for use on humans to relieve pain associated with Facet Joint Syndrome. Through June 30, 2018, the Company has incurred approximately $1,905,000 in fees to Devicix, of which approximately $24,000 and $16,000, respectively, was included in accounts payable as of June 30, 2018 and 2017.

The development work commenced in December 2013. The total estimated cost of this work at contract signing was $960,000; however, the terms of the proposal allow either the Company or the designer and developer to cancel the development work with 10-days’ notice.

The Company incurred expenses of approximately $16,000 and $155,000, respectively, for the three and six months ended June 30, 2018. The Company incurred expenses of approximately $32,000 and $239,000, respectively, for the three and six months ended June 30, 2017.

Denervex Generator Manufacturing Agreement

The DenerveX device requires a custom electrocautery generator for power. As described in Note 8, in November 2014, the Company contracted with Bovie to customize one of their existing electrocautery generators for use with DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX is obtained. The Bovie agreement required a base $295,000 development fee to customize the unit, plus additional amounts if further customization was necessary beyond predetermined estimates.

The Company did not incur any expenses to Bovie for the three and six months ended June 30, 2018. The Company incurred approximately $0 and $31,000, respectively, for the three and six months ended June 30, 2017. Through June 30, 2018, the Company has incurred approximately $422,000 to Bovie related to this agreement. The manufacturing agreement is complete as of June 30, 2018, and the Company does not expect to incur any more expenses related to the agreement.

Nortech Manufacturing Agreement

In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce 315 DenerveX devices from the prototype supplied by Devicix for use in final development and clinical trials. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014.

The Company incurred fees of approximately $4,200 and $107,000, respectively, to Nortech for the three and six months ended June 30, 2018. The Company incurred fees of approximately $6,800 and $140,000, respectively, to Nortech for the three and six months ended June 30, 2017. Through June 30, 2018, the Company has incurred expenses of approximately $997,000 to Nortech.

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Note 15– Liquidity, Going Concern and Management’s Plans

The Company incurred net losses of approximately $2,340,000 and $3,475,000 for the six months ended June 30, 2018 and 2017, respectively. The Company will continue to incur losses until it can sell a sufficient enough volume of the DenerveX System with margins sufficient to offset expenses.

To date, the Company’s primary source of funds has been from the issuance of debt and equity.

The Company will require additional cash in 2018 and is currently exploring other fundraising options. No assurances can be provided regarding the success of such efforts. Furthermore, if the Company is unable to raise sufficient financing in 2018, it could be required to undertake initiatives to conserve its capital resources, including delaying or suspending the launch of its product outside the United States and seeking FDA approval to sell its product in the United States. Delaying or suspending these initiatives would raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments to the carrying amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 16 - Subsequent Events

On August 8, 2018, the Board approved the issuance of up to $600,000 of 12% Senior Secured Convertible Notes (the “Notes”). The Notes and unpaid interest mature 1 year from closing date. The Notes are convertible into the Company’s common stock at the option of the holder at the lesser of (a) $0.40, or (b) 90% of the price of the common stock in the Company’s next private placement. Each holder is also issued a warrant for number of shares equal to the number of common shares that would be received if the Notes were converted at $0.40. The warrants expire after 3 years and have an exercise price of $0.75 per share. Both the conversion price and warrant exercise price are subject to customary anti-dilution provisions.

The Notes also contain a registration provision that requires the Company to file to register the underlying common stock and warrants no later than December 31, 2018, and use best efforts to have the registration statement effective by March 31, 2019. A cash penalty of 1% of the investment amount per month can be imposed by the holder if the registration statement is not filed by December 31, 2018 or declared effective by March 31, 2019, up to a maximum of 12%. As of August 10, 2018, the Company had sold all of the Notes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report. Historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations.

Overview

MedoveX was incorporated in Nevada on July 30, 2013 as SpineZ Corp. MedoveX is the parent company of Debride, which was incorporated under the laws of Florida on October 1, 2012. The Company is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017 for the DenerveX System and it is now commercially available throughout the European Union and several countries that accept CE marking. The Company’s first sale of the DenerveX System occurred in July 2017. The Company is currently seeking approval for the DenerveX System from the FDA in the US.

DenerveX

The DenerveX® System consists of the DenerveX Kit and the DenerveX Power Pro-40 generator. We believe that the DenerveX System can be developed in the future to encompass a number of medical applications in addition to the current application for facet joint syndrome, including pain relief.

The Company acquired the DenerveX patent on January 31, 2013 from Scott Haufe, M.D. (“Dr. Haufe”), a director of the Company, in exchange for 750,108 shares of common stock in the Company and a 1% royalty on all sales of any product sold based on the patent.

In September 2013, we entered into a Co-Development Agreement with James Andrews, M.D. (“Dr. Andrews”), a director of the Company, whereby Dr. Andrews committed to further evaluate the DenerveX System and to seek to make modifications and improvements to such technology. In exchange for such services, the Company agreed to pay Dr. Andrews a royalty equal to two (2%) percent of the DenerveX net sales during the five (5) year term of the Co-Development Agreement. Upon the termination of the term of the Co-Development Agreement, which has a minimum term of five (5) years, the royalty payable to Dr. Andrews shall be reduced to one (1%) percent of DenerveX net sales after such termination of products covered by any U.S. patent on which Dr. Andrews is listed as a co-inventor; if any such patents are obtained. Such one (1%) percent royalty shall continue during the effectiveness of such patent. Pursuant to the Co-Development Agreement, Dr. Andrews agreed to assign any modifications or improvements to the DenerveX to the Company subject to the royalty rights described above.

We are marketing the product as a disposable, single-use kit which includes all components of the DenerveX device product. In addition to the DenerveX device itself, we have developed a dedicated Electro Surgical Generator, the DenerveX Pro-40, to power the DenerveX device.

The generator is provided to customers agreeing to purchase the DenerveX device and cannot be used for any other purpose.

We accepted a proposal from Devicix, a Minneapolis, Minnesota third party design and development firm, in November 2013, to develop a prototype device. This proposal included a 5-phase development plan, culminating in the production ready prototype that could be used for validation purposes. We have recently completed the final stages of the build and test phase of the device, culminating in receiving CE marking to market the product in Europe. The DenerveX Kit and Pro-40 generator is now in commercial production. We anticipate very minimal, if any, additional build and test related expenses, which consists of product design verification activities, in the future as we launch the DenerveX System in Europe. Through June 30, 2018, we have incurred approximately $1,905,000 in fees to Devicix.

In November 2014, we selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce test DenerveX devices from the prototype supplied by Devicix for use in final development and non-clinical testing. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014. Through June 30, 2018, we have incurred approximately $997,000 in fees to Nortech. We are now in commercial production, however, the Company may still incur non-recurring expenses related to the DenerveX Kit under the agreement.

Also in November 2014, we engaged Bovie Medical Corporation (“Bovie”), a Delaware Corporation, to develop the Electro Surgical Generator and provide post production support services. Per our agreement with Bovie, we are invoiced based on deliverables produced by Bovie, which was originally supposed to amount to $295,000 upon completion of all the deliverables. Through June 30, 2018, we have incurred approximately $422,000 in fees to Bovie for production services. The original $295,000 agreement was a base number along the pathway of development. Additional requirements were incurred as the research and development process progressed and as a result certain prices increased and additional costs were incurred to further customize the DenerveX System. Development of the generator is now complete and it is currently in commercial production.

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The Company has completed the final stages of the development and verification of the DenerveX Device and the DenerveX Pro-40 power generator as a system.

Regulatory Approval

The Company received CE marking in June 2017 for the DenerveX System. It is now being sold throughout the European Union and countries that accept CE Mark.

In March 2018, the Company received INVIMA registration approval in Columbia for the Denervex System which allows the company to now market the product in Columbia.

The Company is currently seeking marketing clearance from the FDA for commercialization of the DenerveX System in the US.

Aside from the European Union, we may seek regulatory approval for commercialization of the DenerveX System from Peru, Argentina, Mexico, Turkey, Israel, New Zealand, Australia and other countries. The documentation required to accompany the CE Mark to obtain regulatory approval in the aforementioned countries may include copies of the ISO 13485 certification, the SGS certificate of approval and a statement of Good Manufacturing Practices (“GMP”).

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with United States generally accepted accounting principles. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those described in greater detail below.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in more detail in the notes to our consolidated financial statements for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10K.

Factors Which May Influence Future Results of Operations

The following is a description of factors that may influence our future results of operations, and that we believe are important to an understanding of our business and results of operations.

Revenue; Cost of Revenue and Gross Profit

The Company’s first sale of the DenerveX System occurred in July 2017. We recorded gross revenue for the three and six months ended June 30, 2018 of approximately $252,000 and $396,000, respectively.

The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue at the time product is shipped to customers from the third-party distribution warehouse in Berlin, Germany. We believe this action satisfies the performance obligation as outlined in new revenue recognition standards.

The DenerveX Device is manufactured by Nortech in Minneapolis, MN and subsequently shipped to the third-party warehouse in packages of five units per one package. Our independent distributors then order the DenerveX Devices as single units at specified prices as outlined in their distribution agreements. The international distribution agreements also specify the pricing for which the independent distributor is to sell the DenerveX Device to their end-user customers.

The Pro-40 Generator is manufactured in Bulgaria and shipped to the third-party warehouse as single units. The generators are typically provided for use to customers at no cost, however, demo units can be purchased by customers for which the Company records in revenue and cost of sales and removes the demo units from inventory.

Our independent distribution customers place initial purchase orders for minimum stocking quantities of both the DenerveX Devices and Pro-40 Generators as agreed upon per their signed international distribution agreements. Subsequent stocking orders are required to be placed initially at specified dates and quantities based upon projected end-user sales volumes. Stocking orders thereafter are required to be placed quarterly based off actual end-user sales volumes.

For the period ending June 30, 2018, cost of sales as a percentage of revenue was approximately 76% resulting in a gross profit margin of approximately 24%.

19

Operating Expenses

We classify our operating expenses into four categories: research and development, sales and marketing, general and administrative, and depreciation.

Research and Development Expenses

Research and development costs and expenses consist primarily of fees paid to external service providers, laboratory supplies, costs for facilities and equipment, and other costs for regulatory, patent, and research and development activities. For the three and six months ended June 30, 2018, the Company incurred approximately $16,000 and $155,000, respectively, in research and development expenses. For the three and six months ended June 30, 2017, the Company incurred approximately $56,000 and $392,000, respectively, in research and development expenses. Research and development expenses are recorded in operating expenses in the period in which they are incurred.

General and Administrative Expenses

For the three and six months ended June 30, 2018, the Company incurred approximately $441,000 and $900,000, respectively, in personnel costs. For the three and six months ended June 30, 2017, the Company incurred approximately $461,000 and $917,000, respectively, in personnel costs.

Professional fees were approximately $408,000 and $805,000, respectively, for the three and six months ended June 30, 2018. Professional fees were approximately $359,000 and $802,000, respectively, for the three and six months ended June 30, 2017. Professional fees consist primarily of accounting, legal, patent and public company compliance costs as well as regulatory costs incurred to maintain CE Mark in Europe.

General and administrative related travel expenses were approximately $2,800 and $9,800, respectively, for the three and six months ended June 30, 2018. General and administrative related travel expenses were approximately $29,000 and $51,000, respectively, for the three and six months ended June 30, 2017.

We anticipate that our general and administrative expenses will continue at a comparable rate in the future to support clinical trials, commercialization of our product candidate and continued costs of operating as a public company.

Sales and Marketing Expenses

For the three and six months ended June 30, 2018, the Company incurred approximately $201,000 and $451,000, respectively, in sales and marketing expenses. For the three and six months ended June 30, 2017, the Company incurred approximately $146,000 and $228,000, respectively, in sales and marketing expenses. Sales and marketing expenses consist primarily of travel related expenses and fees paid to vendors for tradeshows and consultants in correlation with the launch and commercialization of the DenerveX System in Europe. We expect these expenses will continue to increase as we launch the product in new markets and expand penetration in existing markets.

Depreciation and Amortization

Depreciation and amortization expense are recorded in the period in which they are incurred. The Company recognized approximately $7,000 and $14,000, respectively, in depreciation and amortization expense for the three and six months ended June 30, 2018. The Company recognized approximately $7,000 and $13,000, respectively, in depreciation and amortization expense for the three and six months ended June 30, 2017.

Results of Continued Operations

Three and Six Months Ended June 30, 2018 Compared to the Three and Six Months Ended June 30, 2017.

Total operating expenses decreased approximately $143,000, or 12%, to approximately $1,092,000 for the three months ended June 30, 2018, as compared to approximately $1,235,000 for the three months ended June 30, 2017.

Total operating expenses decreased approximately $696,000, or 23%, to approximately $2,385,000 for the six months ended June 30, 2018, as compared to approximately $3,081,000 for the six months ended June 30, 2017.

The overall decrease in operating expenses is the result of intentional spending cut-backs in order to preserve working capital due to low cash balances. Additionally, research and development and regulatory expenses are lower as we completed the final stages of the development and verification of the DenerveX System and have received CE Mark certification. Sales & Marketing expenses increased as we entered commercial production of the DenerveX System and launched our product in Europe. We continued to incur similar costs associated with being a public entity.

20

Results of Discontinued Operations

We did not incur any operating losses related to the disposition of Streamline for the three and six months ended June 30, 2018. Our discontinued operations generated net losses of approximately $0 and $1,200, respectively for the three and six months ended June 30, 2017.

Funding Requirements

We anticipate our cash expenditures will remain relatively consistent as we continue to operate as a publicly traded entity and as we move forward with the recent commercialization of the DenerveX System onto clinical trial studies. We expect future cash flow expenditures to increase if the FDA requires a de novo regulatory path, instead of a 510(k) approval.

To the extent our available cash is insufficient to satisfy our long-term operating requirements, we will need to seek additional sources of funds from the sale of equity or debt securities or through a credit facility, or we will need to modify our current business plan. There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, if at all.

The sale of additional equity or convertible debt securities would likely result in dilution to our current stockholders.

Going Concern

Our independent registered public accounting firm has included an explanatory paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the years ended December 31, 2017 and 2016. The presence of the going concern explanatory paragraph suggests that we may not have sufficient liquidity or minimum cash levels to operate the business. Since our inception, we have incurred losses and anticipate that we will continue to incur losses until our products can generate enough revenue to offset our operating expenses. We received $820,000 of net proceeds in a private placement of 5% Series B Preferred Convertible Stock in May 2018. We believe these funds will be sufficient to maintain uninterrupted operations while we pursue our near term operational plans and pursue other fund-raising initiatives that will be required in 2018. No assurances can be provided regarding the success of such efforts. Furthermore, if the Company is unable to raise sufficient financing in 2018, it could be required to undertake initiatives to conserve its capital resources. If we are required to conserve resources or curtail production, there could be substantial doubt about the Company’s ability to continue as a going concern.

Liquidity and Capital Resources

Since our inception, we have incurred losses and anticipate that we will continue to incur losses in the foreseeable future.

While we expect our research and development costs for the DenerveX System to dissipate, we also anticipate increased expenditures for clinical trials to obtain FDA approval of the DenerveX System as well as expenses related to the commercial launch of the DenerveX system. We will need additional cash to fully fund these activities.

Sources of Liquidity

Equity

On February 26, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company sold an aggregate of 770,000 shares of common stock and 385,000 warrants to purchase common stock. The offering resulted in $308,000 in gross proceeds to the Company. The warrants have a five-year term commencing six months from issuance with an exercise price of $0.75.

In May 2018, the Company entered into a Unit Purchase Agreement with selected accredited investors whereby the Company had the right to sell in a private placement up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of 5% Series B Convertible Preferred Common Stock, $0.001 par value per share, and (ii) 250,000 warrants, $0.001 par value per share to purchase Common Stock at $0.75 per share for a period of three years.

Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend.

The offering resulted in net proceeds of $820,000 and resulted in the issuance of an aggregate of 8,250 shares of 5% Series B Convertible Preferred Stock and warrants to purchase 2,062,500 common stock shares.

21

Debt

The $100,000 5% convertible debenture the Company issued on January 31, 2018 was converted on April 26, 2018 into common stock at $0.38 per share, which was 85% of the average closing price of the Company’s stock during the twenty trading days immediately preceding the delivery of the notice of conversion. The market value of the common stock on the date of the conversion was $0.40 which lead to an immaterial amount related to a beneficial conversion feature.

On March 26, 2018 the Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. The outstanding principal and all accrued but unpaid interest was due on May 15, 2018. The Company issued warrants to purchase an aggregate of 133,333 shares of common stock in conjunction with the promissory note. Each warrant has an exercise price of $0.75 and is exercisable for a period of five years commencing from the date of issuance.

On May 15, 2018, $100,000 of Steve Gorlin’s $200,000 promissory note was converted into equity pursuant to the same terms of the securities purchase agreement dated May 1, 2018. Accordingly, $100,000 of the promissory note was converted into an aggregate of 1,000 shares of the Company’s 5% Series B Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation.

Working Capital (Deficit) Surplus

	June 30, 2018			December 31, 2017
Current Assets	$	708,000		$	1,138,000
Current Liabilities		986,000			475,000
Working Capital (Deficit) Surplus	$	(278,000	)	$	663,000

Cash Flows

Cash activity for the six months ended June 30, 2018 and 2017 is summarized as follows:

	Six Months Ended June 30,
	2018			2017
Cash used in operating activities	$	(1,617,000	)	$	(2,655,000	)
Cash provided by (used in) investing activities		150,000			(10,000	)
Cash provided by financing activities		1,337,000			2,521,000
Net decrease in cash and cash equivalents	$	(130,000	)	$	(144,000	)

As of June 30, 2018, the Company had approximately $114,000 of cash on hand.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4) during the periods presented, investments in special-purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

Contractual Obligations and Commercial Commitments

The Company has long term contractual obligations for the two promissory notes issued to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund. Both Notes from the Bank of North Dakota New Venture Capital Program and North Dakota Development were assumed in conjunction with the consummation of the Streamline acquisition on March 25, 2015, and require combined monthly principal and interest payments of $5,661 into the third quarter of 2019.

The Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. $100,000 of the promissory note was converted into preferred stock and warrants on May 15, 2018. The outstanding principal and all accrued but unpaid interest is due on August 31, 2018.

22

The Company rents commercial office space in Alpharetta, GA. Base annual rent is currently set at $2,948 per month and the lease term ends July 31, 2018.

The Company also currently reimburses its CEO, Jarrett Gorlin, for the lease of executive office space at a cost of $2,147 per month, which it believes is at fair market value.

The Company has consulting agreements with three sales, marketing, and distribution consultants in Europe who provide consulting services for aggregate compensation amounting to approximately €27,500 (approximately $33,000) per month. The consulting agreements, while subject to modifications, commenced at separate dates and will also terminate at separate dates through April 2019.

The Company has a distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they shall manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company pays a fixed monthly fee of €2,900 (approximately $3,500) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our assessment, management concluded that while there was sufficient segregation of routine duties, the Company lacked the resources to retain experts who could assist in the preparation and calculation of entries and disclosures related to some of the Company’s more complex equity transactions. Management believes this lack of expert advice amounts to a material weakness in our financial reporting and our disclosure controls.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2018, there were no changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding. None of our directors, officers or affiliates are involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by 17 CFR 229.10(f)(1). Thus, we are not required to provide information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In May 2018, the Company sold an aggregate of 8.25 Units and issued to the Investors an aggregate of 8,250 Series B Shares and 2,062,500 warrants to purchase common stock, resulting in total $825,000 gross proceeds to the Company. Each Unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of the Company’s 5% Series B Convertible Preferred Stock (the “Series B Shares”) and (ii) warrants to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The 8,250 Series B Shares sold in the Offering are convertible into an aggregate of 2,062,500 shares of Common Stock. The Units were sold pursuant to the exemption from securities registration provided by Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the $200,000 outstanding promissory note into Series B Shares. The conversion of $100,000 was converted under the terms of the May 1, 2018 securities purchase agreement. The $100,000 conversion was converted into an aggregate of 1,000 shares of the Company’s 5% Series B Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable. 

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.

23

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.

Date: August 14, 2018

MEDOVEX CORP
By:	/s/ Jarrett Gorlin
	Jarrett Gorlin
	Chief Executive Officer (Principal Executive Officer)
By:	/s/ Charles Farrahar
	Charles Farrahar
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

24

EXHIBIT INDEX

31.1	Section 302 Certification of Principal Executive Officer*
31.2	Section 302 Certification of Principal Financial Officer*
32.1	Section 906 Certification of Principal Executive Officer and Principal Financial Officer***
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Calculation Linkbase Document **
101.LAB	XBRL Taxonomy Labels Linkbase Document **
101.PRE	XBRL Taxonomy Presentation Linkbase Document **
101.DEF	XBRL Definition Linkbase Document **

*	Filed herewith.
**	Pursuant to Rule 406T of Regulation S-T adopted by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.
***	This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be 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.

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Jarrett Gorlin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2018 of MedoveX Corp.;
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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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(s) 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: August 14, 2018	/s/ Jarrett Gorlin
	Jarrett Gorlin,
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Charles Farrahar, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2018 of MedoveX Corp.;
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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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(s) 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: August 14, 2018	/s/ Charles Farrahar
	Charles Farrahar,
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) UNDER

THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF

CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

Each of the undersigned, Jarrett Gorlin and Charles Farrahar, certifies pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that (1) this quarterly report on Form 10-Q for the quarter ended June 30, 2018, of MedoveX Corp. (the “Company”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2018

/s/ Jarrett Gorlin

Jarrett Gorlin,

Chief Executive Officer

/s/ Charles Farrahar

Charles Farrahar,

Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	Medovex Corp.
Entity Central Index Key	0001591165
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		23,473,314
Trading Symbol	MDVX
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 114,456	$ 245,026
Accounts receivable	155,852	157,069
Other receivables	32,774	86,888
Inventory	293,946	294,714
Prepaid expenses	111,361	204,532
Short-term receivable		150,000
Total Current Assets	708,389	1,138,229
Property and Equipment, net of accumulated depreciation	73,279	87,173
Deposits	2,751	2,751
Total Assets	784,419	1,228,153
Current Liabilities
Interest payable	72,246	69,222
Accounts payable	492,822	196,171
Accounts payable to related parties	34,962	12,319
Accrued liabilities	189,833	64,000
Notes payable, current portion	88,170	132,294
Short-term note payable	100,000
Dividend payable	7,707
Unearned revenue		1,048
Total Current Liabilities	985,740	475,054
Long-Term Liabilities
Notes payable, net of current portion	5,674	38,990
Deferred rent	98	688
Total Long-Term Liabilities	5,772	39,678
Total Liabilities	991,511	514,732
Stockholders' (Deficit) Equity
Common stock - $.001 par value: 49,500,000 shares authorized, 23,473,314 and 21,163,013 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively	23,473	21,163
Additional paid-in capital	34,926,514	33,509,648
Accumulated deficit	(35,157,089)	(32,817,403)
Total Stockholders' (Deficit) Equity	(207,093)	713,421
Total Liabilities and Stockholders' (Deficit) Equity	784,419	1,228,153
Series A Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock value		13
Total Stockholders' (Deficit) Equity		13
Series B Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock value	9
Total Stockholders' (Deficit) Equity	$ 9

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	49,500,000	49,500,000
Common stock, shares issued	23,473,314	21,163,013
Common stock, shares outstanding	23,473,314	21,163,013
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	45,000	45,000
Preferred stock, shares issued		12,740
Preferred stock, shares outstanding		12,740
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	9,250
Preferred stock, shares outstanding	9,250

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues	$ 252,163		$ 396,345
Less: Discounts Allowed	(2,738)		(3,731)
Cost of Goods Sold	(204,868)		(302,963)
Gross Profit	44,557		89,651
Operating Expenses
General and administrative	867,863	1,025,938	1,764,224	2,448,416
Sales and marketing	200,622	145,621	451,114	227,758
Research and development	16,185	56,333	155,310	391,774
Depreciation	6,866	6,671	13,894	12,892
Total Operating Expenses	1,091,536	1,234,563	2,384,542	3,080,840
Operating Loss	(1,046,979)	(1,234,563)	(2,294,891)	(3,080,840)
Other Expenses
Foreign currency transaction loss	11,641		12,034
Interest expense	27,280	1,438	32,761	392,235
Total Other Expenses	38,921	1,438	44,795	392,235
Total Loss from Continuing Operations	(1,085,900)	(1,236,001)	(2,339,686)	(3,473,075)
Discontinued Operations
Loss from discontinued operations				1,163
Total Loss from Discontinued Operations				(1,163)
Net Loss	(1,085,900)	(1,236,001)	(2,339,686)	(3,474,238)
Dividend on outstanding Series B Preferred stock	(7,707)		(7,707)
Deemed dividend on beneficial conversion features	(259,350)		(259,350)
Net loss attributable to common shareholders	$ (1,352,957)	$ (1,236,001)	$ (2,606,743)	$ (3,474,238)
Loss per share - Basic:
Continuing Operations	$ (0.06)	$ (0.07)	$ (0.12)	$ (0.20)
Discontinued Operations
Net Loss per share	(0.06)	(0.07)	(0.12)	(0.20)
Loss per share - Diluted:
Continuing Operations	(0.06)	(0.07)	(0.12)	(0.20)
Discontinued Operations
Net Loss per share	$ (0.06)	$ (0.07)	$ (0.12)	$ (0.20)
Weighted average outstanding shares used to compute basic net loss per share	23,397,228	17,966,591	22,440,756	17,171,528
Weighted average outstanding shares used to compute diluted net loss per share	23,397,228	17,966,591	22,440,756	17,171,528

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Consolidated Statement of Stockholders' (Deficit) Equity - 6 months ended Jun. 30, 2018 - USD ($)	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning Balance at Dec. 31, 2017	$ 13		$ 21,163	$ 33,509,648	$ (32,817,403)	$ 713,421
Beginning Balance, Shares at Dec. 31, 2017	12,740		21,163,013
Issuance of common stock pursuant to a private placement completed in February 2018, net of offering costs			$ 770	241,272		242,497
Issuance of common stock pursuant to a private placement completed in February 2018, net of offering costs, shares			770,000
Issuance of warrants pursuant to a private placement completed in February 2018				52,003		52,003
Issuance of warrants in connection with short-term debt in March 2018				25,646		25,646
Issuance of common stock pursuant to preferred stock conversion in March 2018	$ (13)		$ 1,274	(1,261)
Issuance of common stock pursuant to preferred stock conversion in March 2018, shares	(12,740)		1,274,000
Issuance of common stock pursuant to conversion of convertible debt in April 2018			$ 266	100,928		101,194
Issuance of common stock pursuant to conversion of convertible debt in April 2018, shares			266,301
Issuance of preferred stock pursuant to a private placement completed in May 2018, net of offering costs		$ 8		413,182		413,182
Issuance of preferred stock pursuant to a private placement completed in May 2018, net of offering costs, shares		8,250
Issuance of warrants pursuant to a private placement completed in May 2018				161,206		161,206
Convertible preferred stock - beneficial conversion feature pursuant to a private placement completed in May 2018				245,612		245,612
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018		$ 1		68,773		68,774
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018, shares		1,000
Issuance of warrants pursuant to conversion of short-term debt in May 2018				17,488		17,488
Convertible preferred stock - beneficial conversion feature pursuant to conversion of short-term debt in May 2018				13,738		13,738
Dividend payable				(7,707)		(7,707)
Stock based compensation				85,539		85,539
Net loss					(2,339,686)	(2,339,686)
Ending Balance at Jun. 30, 2018		$ 9	$ 23,473	$ 34,926,514	$ (35,157,089)	$ (207,093)
Ending Balance, Shares at Jun. 30, 2018		9,250	23,473,314

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operating Activities
Net loss	$ (2,339,686)	$ (3,474,238)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	13,894	12,892
Amortization of debt discount	25,646	31,772
Debt conversion expense		355,985
Accrued interest related to convertible debenture	1,194
Stock based compensation	85,539	500,408
Straight-line rent adjustment	(590)
Changes in operating assets and liabilities, net of effects of disposition:
Accounts receivable	1,217
Other receivables	54,114
Prepaid expenses	93,171	228,116
Inventory	768	(55,978)
Accounts payable	296,651	(123,628)
Accounts payable to related parties	22,643
Interest payable	3,024
Unearned revenue	(1,048)
Accrued liabilities	125,833	(129,800)
Net Cash Used in Operating Activities	(1,617,630)	(2,654,471)
Cash Flows from Investing Activities
Payment received from Streamline note receivable	150,000
Expenditures for property and equipment		(10,461)
Net Cash Provided by (Used in) Investing Activities	150,000	(10,461)
Cash Flows from Financing Activities
Principal payments under note payable obligations	(77,440)	(97,016)
Proceeds from issuance of common stock and preferred stock, net of offering costs	901,291	1,816,045
Proceeds from issuance of warrants, net of offering costs	238,855	802,017
Proceeds from issuance of convertible debt	74,354
Proceeds from issuance of short term loan	200,000
Net Cash Provided by Financing Activities	1,337,060	2,521,046
Net Decrease in Cash	(130,570)	(143,886)
Cash - Beginning of period	245,026	892,814
Cash - End of period	114,456	748,928
Supplementary Cash Flow Information
Cash paid for interest	3,684	4,476
Non-cash investing and financing activities
Financing agreement for insurance policy	74,672	66,895
Conversion of note and accrued interest to common stock	101,194	718,079
Conversion of short-term loan to preferred stock and warrants	100,000	126,720
Issuance of common stock for consideration of cancellation of warrants		208,000
Issuance of common stock warrants for conversion of notes		305,201
Issuance of common stock for board fees		240,000
Issuance of common stock for preferred stock conversion	1,274	931
Issuance of common stock warrants for placement agent fees		304,183
Issuance of warrants for promissory note	25,646
Dividends accrued	$ 7,707

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Description of the Company

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Description of the Company

Note 1 - Description of the Company

MedoveX Corp. (the “Company” or “MedoveX”) was incorporated in Nevada on July 30, 2013 as SpineZ Corp. (“SpineZ”) and changed its name to MedoveX Corp. on March 20, 2014. MedoveX is the parent company of Debride Inc. (“Debride”), which was incorporated under the laws of the State of Florida on October 1, 2012. The Company is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017 for the DenerveX System and it is now commercially available throughout the European Union and several other countries that accept CE marking. The Company’s first sale of the DenerveX System occurred in July 2017. The Company plans to seek approval for the DenerveX System from the Food & Drug Administration (“FDA”) in the United States.

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Basis of Presentation

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

Note 2 – Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2018 and the results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K. The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future year.

principles of consolidation

These unaudited condensed consolidated financial statements that present the Company’s results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017, include Debride and the accounts of the Company as well as its formerly wholly-owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include the deferred income tax asset and the related valuation allowance, and the fair value of its share-based payment arrangements.

For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates.

Foreign Currency Transaction

The Company’s revenues and expenses transacted in foreign currencies are recorded as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. The Company recorded approximately $4,900 and $5,200, respectively, in foreign currency translation expense for the three and six months ended June 30, 2018. The Company did not incur any foreign currency transaction costs related to revenues and expenses transacted in foreign currencies for the three and six months ending June 30, 2017.

Foreign currency denominated monetary assets and liabilities of the Company are measured at the end of each reporting period using the exchange rate as of the balance sheet date and are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. As of June 30, 2018, the Company recorded a net translation loss of approximately $5,900 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to foreign currency denominated monetary assets and liabilities for the three and six months ending June 30, 2017.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective.

In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The adoption of this standard did not have a material impact on the consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

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Accounts Receivable

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Accounts Receivable

Note 3 – Accounts Receivable

Accounts receivable primarily represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables.

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Other Receivables

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Other Receivables

Note 4 – Other Receivables

Other receivables include input and importation value added tax (VAT) paid by the Company for conducting business in the European Union (“EU”) and for importing goods from outside the EU.

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Inventory

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventory

Note 5 - Inventory

Inventories consist only of finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method.

Inventories consisted of the following items as of June 30, 2018, and December 31, 2017:

	June 30, 2018		December 31, 2017
Split Return Electrodes	$	—	$	1,868
Denervex device		153,946		111,596
Pro-40 generator		140,000		181,250
Total	$	293,946	$	294,714

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Property and Equipment

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 6 - Property and Equipment

Property and equipment, net, consists of the following:

	Useful Life	June 30, 2018			December 31, 2017
Furniture and fixtures	5 years	$	67,777		$	67,777
Computers and software	3 years		31,738			31,738
Leasehold improvements	5 years		35,676			35,676
			135,191			135,191
Less accumulated depreciation			(61,912	)		(48,018	)
Total		$	73,279		$	87,173

Depreciation expense amounted to $6,866 and $13,894, respectively, for the three and six months ended June 30, 2018. Depreciation expense amounted to $6,671 and $12,892, respectively, for the three and six months ended June 30, 2017.

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Equity Transactions

6 Months Ended

Jun. 30, 2018

Nonmonetary Transactions [Abstract]

Equity Transactions

Note 7 - Equity Transactions

Common Stock Issuance

In November 2016, the Board authorized the issuance of shares of common stock to all Board members, both current and former, in an amount equivalent to $240,000, representing their accrued but unpaid directors’ fees as of December 31, 2016. In January 2017, the Company issued an aggregate of 173,911 shares at $1.38 per share, which was the average closing price of the Company’s stock during 2016, to fulfill this obligation. The closing price of the Company’s stock on January 17, 2017, the day the shares were issued, was $1.16 per share.

Stock-Based Compensation Plan

2013 Stock Option Incentive Plan

We utilize the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding.

For the three and six months ended June 30, 2018, the Company recognized approximately $34,000 and $85,000, respectively, as compensation expense with respect to vested stock options. For the three and six months ended June 30, 2017, the Company recognized approximately $135,000 and $500,000, respectively, as compensation expense with respect to vested stock options.

Stock Option Activity

As of June 30, 2018, there were 179,074 shares of time-based, non-vested stock options outstanding. As of June 30, 2018, there was approximately $75,000 of total unrecognized stock-based compensation related to these non-vested stock options. That expense is expected to be recognized on a straight-line basis over a weighted average period of 1.52 years.

The following is a summary of stock option activity at June 30, 2018:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at 12/31/2017		1,314,059		$	2.01		8.19
Forfeited		(136,035	)	$	1.69		—
Outstanding at 6/30/2018		1,178,024		$	2.04		7.70
Exercisable at 6/30/2018		998,950		$	2.14		7.64

Private Placement

On February 26, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company sold an aggregate of 770,000 shares of common stock and 385,000 warrants to purchase common stock. The offering resulted in $308,000 in gross proceeds to the Company. The warrants have a five-year term commencing six months from issuance with an exercise price of $0.75. The Company allocated $52,003 to the warrants and the remainder to the issuance of the common stock. The Company incurred $13,500 in legal expenses related to the offering.

On May 1, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of the Company’s 5% Series B Convertible Preferred Stock (the “Series B Shares”) and (ii) warrants to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The market value of the common stock on the date of the agreement was $0.44. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share.

As a result of the offering, the Company sold an aggregate of 8.25 Units and issued to the Investors an aggregate of 8,250 Series B Shares and 2,062,500 warrants to purchase common stock, resulting in total $825,000 gross proceeds to the Company. The Company incurred $5,000 in legal fees related to the offering, which resulted in $820,000 net cash received from the offering. The 8,250 Series B Shares sold in the Offering are convertible into an aggregate of 2,062,500 shares of Common Stock.

The net proceeds of the offering of $820,000 were first allocated to the warrants issued to investors, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $246,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders.

preferred Stock Conversion

On March 30, 2018, 12,740 shares of Series A Preferred Stock were converted into an aggregate of 1,274,000 restricted shares of authorized common stock, par value $0.001 per share.

Debt Conversion

Convertible Debenture

On April 26, 2018, the Company’s $100,000 5% convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation. The debt was converted into shares at $0.38 per share, which was 85% of the average closing price of the Company’s stock during the twenty trading days immediately preceding the delivery of the notice of conversion. The market value of the common stock on the date of the conversion was $0.40. This difference noted above lead to an immaterial amount related to a beneficial conversion feature.

Promissory Note

On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the $200,000 outstanding promissory note into Series B Shares (Note 7). The conversion of $100,000 was converted under the terms of the May 1, 2018 securities purchase agreement. The $100,000 conversion was converted into an aggregate of 1,000 shares of the Company’s 5% Series B Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation. Each Series B Share is convertible into 250 shares of Common Stock at a conversion price of $0.40 per share. The Series B Shares also entitle the holders to a 5% annual dividend. The Warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.75 per share.

The converted $100,000 was first allocated to the warrants issued in conjunction with the conversion, and the Series B Shares based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $14,000, which was credited to additional paid-in capital. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders.

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Commitments & Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments & Contingencies

Note 8 – Commitments & Contingencies

Operating Leases

Office Space

The Company pays TAG Aviation, a company owned by its Chief Executive Officer, Jarrett Gorlin (“Mr. Gorlin”) for office space that is currently being used as the Company’s principal business location plus utilities cost (see “Related-Party Transactions”) on a monthly basis. Base annual rent is $2,147 per month. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $9,400 and $18,800, respectively, for the three and six months ended June 30, 2018. Rent expense and utilities cost paid to TAG Aviation amounted to approximately $6,300 and $15,700 for the three and six months ended June 30, 2017.

On July 8, 2015, the Company entered into a 3-year lease agreement for a commercial building which commenced on August 1, 2015. Base rent for the three and six months ended June 30, 2018 was $2,948 per month. Total lease expense for the three and six months ended June 30, 2018 was approximately $8,800 and $17,700, respectively related to this lease. Total lease expense for the three and six months ended June 30, 2017 was approximately $8,550 and $17,100, respectively related to this lease.

Future minimum lease payments under this rental agreement are approximately as follows:

For the year ending:

December 31, 2018	$	5,800
	$	5,800

Equipment

The Company entered into a non-cancelable 36-month operating lease agreement for equipment on March 23, 2018. The agreement is renewable at the end of the term and requires the Company to maintain comprehensive liability insurance. Total lease expense was approximately $900 and $1,800, respectively, for the three and six months ended June 30, 2018. Total lease expense was approximately $700 and $1,400, respectively, for the three and six months ended June 30, 2017.

Future minimum lease payments under this operating lease agreement are approximately as follows:

For the year ending:

December 31, 2018	$	1,000
December 31, 2019		1,900
December 31, 2020		1,900
December 31, 2021		500
	$	5,300

Consulting Agreements

The Company has an agreement with Jesse Crowne, a Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $13,333 per month. The Company incurred $39,999 and $79,998, respectively, for the three and six months ended June 30, 2018 related to this consulting agreement, of which $13,333 was included in accounts payable at June 30, 2018. The monthly consulting fee was increased from a rate of $9,167 beginning in January 2018. The Company incurred approximately $27,500 and $55,000, respectively, for the three and six months ended June 30, 2017 related to this consulting agreement.

The Company has a consulting agreement with a sales, marketing, and distribution consultant in Latin America at a fee of $7,000 per month through December 31, 2018. The Company incurred $21,000 and $42,000, respectively, for the three and six months ended June 30, 2018 related to this consulting agreement. The Company incurred $9,000 and $24,000, respectively, for the three and six months ended June 30, 2017 related to this consulting agreement.

The Company has consulting agreements with a varying team of sales, marketing, and distribution consultants in Europe who provide consulting services for aggregate compensation amounting to approximately €21,000 (approximately $25,000) per month. The consulting agreements, while subject to modifications, commenced at separate dates and will also terminate at separate dates through April 30, 2019. The Company incurred approximately $88,000 and $160,000, respectively, for the three and six months ended June 30, 2018 related to these consulting agreements. The Company incurred approximately $34,000 and $73,000, respectively, for the three and six months ended June 30, 2017 related to these consulting agreements.

Generator development agreement

The Company was obligated to reimburse Bovie Medical Corporation (“Bovie”) up to $295,000 for the development of the Pro-40 electrocautery generator. The Company did not incur any expenses to Bovie for the three and six months ended June 30, 2018 under this agreement. The Company incurred approximately $0 and $31,000, respectively, for the three and six months ended June 30, 2017 under this agreement. Through June 30, 2018, the Company has paid approximately $422,000 to Bovie related to this agreement. The original $295,000 agreement was a based number along the pathway of development. Additional requirements were added as the research and development process progressed and as a result certain prices increased and additional costs were added to further customize the DenerveX System. The Company is currently manufacturing the generator for sales.

Distribution center and logistic services agreement

The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company pays a fixed monthly fee of €2,900 (approximately $3,500) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services. Total expenses paid for the distribution center and logistics agreement was approximately $44,000 and $85,000, respectively, for the three and six months ended June 30, 2018. The Company did not incur any expenses under this agreement for the three and six months ended June 30, 2017.

Co-Development Agreement

In September 2013, the Company executed a Co-Development Agreement with James R. Andrews, M.D. (“Dr. Andrews”) to further evaluate, test and advise on the development of products incorporating the use of the patented technology. In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent.

The Company incurred approximately $5,700 and $8,600, respectively, in royalty expense under the co-development agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were paid to Dr. Andrews for the three and six months ended June 30, 2017.

Patent Assignment and Contribution Agreements

On February 1, 2013, the Company issued 750,108 shares of common stock to Scott Haufe, M.D. (“Dr. Haufe”) pursuant to the terms of a Contribution and Royalty Agreement dated January 31, 2013 between the Company and Dr. Haufe. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030.

The Company incurred approximately $2,800 and $4,300, respectively, in royalty expense under the Contribution and Royalty agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were paid to Dr. Haufe for the three and six months ended June 30, 2017.

Streamline Inc. Asset Sale

The asset sale of Streamline Inc. resulted in the immediate receipt of $500,000 in cash, and a $150,000 note receivable that was due to the Company on January 1, 2018. The $150,000 note receivable represents the non-contingent portion of the receivables due from the sale. The Company received the short-term receivable on January 2, 2018.

The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a “Contingent Period”), a contingent payment in cash (each, a “Contingent Payment”) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of “IV suspension system” products in excess of 100 units during each Contingent Period. Each such Contingent Payment is payable to the Company by the acquiring party by no later than March 31st of the subsequent year; provided, however, that the total aggregate amount of all Contingent Payments owed by the acquiring party to the Company for all Contingent Periods will not exceed $850,000. The Company is yet to receive any Contingent Payments and has no reason to expect it will receive any Contingent Payments.

The Company did not incur any Streamline related expenses for the three and six months ended June 30, 2018. The Company recorded a nominal amount in Streamline related expenses for the three and six months ended June 30, 2017.

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Short Term Liabilities

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Short Term Liabilities

Note 9 – Short Term Liabilities

Finance Agreement

The Company entered into a commercial insurance premium finance and security agreement in December 2017. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $24,000 and carry an annual percentage interest rate of 5.98%.

The Company had an outstanding premium balance of approximately $22,000 at June 30, 2018 related to the agreement, which is included in notes payable, current portion in the consolidated balance sheets. The Company paid interest expense related to the finance agreement for the three and six months ended June 30, 2018 in the amount of approximately $700 and $1,400, respectively. The Company had paid the yearly premium in full and had no outstanding balance at June 30, 2017 related to the agreement.

Promissory Notes

On March 26, 2018 the Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. The outstanding principal and all accrued but unpaid interest was originally due on May 15, 2018. The Company issued warrants to purchase an aggregate of 133,333 shares of common stock par value $.001 per share in conjunction with the promissory note to Mr. Gorlin. Each warrant has an exercise price of $0.75 and is exercisable for a period of five years commencing from the date of issuance. The Company recorded the proceeds from the promissory note and the accompanying warrants, which accrete over the period the loan is outstanding, on a relative fair basis of approximately $174,000 and $26,000, respectively.

On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the outstanding promissory note into Series B Shares. (See Note 7). Additionally, the due date for the remaining $100,000 of the promissory note was extended to August 31, 2018. The balance of the loan at June 30, 2018 was $100,000. The Company incurred approximately $140 and $2,100, respectively, in interest expense related to the promissory note for the three and six months ended June 30, 2018, which is exclusive of the amortization expense recognized in connection with the accompanying warrants issued with the note.

In conjunction with the consummation of the Streamline acquisition on March 25, 2015, the Company assumed two promissory notes for approximately $135,000 and $125,000 to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund, both outside non-related parties. Payments on both notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Both notes have a maturity date of August 1, 2019. The promissory notes, including interest, had outstanding balances of approximately $79,000 and $104,000 at June 30, 2018 and December 31, 2017, respectively.

The Company incurred interest expense related to the promissory notes for the three and six months ended June 30, 2018 in the amount of approximately $1,200 and $2,300, respectively. The Company incurred interest expense related to the promissory notes for the three and six months ended June 30, 2017 in the amount of approximately $2,000 and $3,800, respectively. The Company had unpaid accrued interest in the amount of approximately $72,000 and $69,000 at June 30, 2018 and 2017, respectively, related to the promissory notes.

Expected future payments related to the promissory notes as of June 30, 2018, are approximately as follows:

For the year ending:

December 31, 2018		134,000
December 31, 2019		45,000
	$	179,000

Convertible Debenture

On January 31, 2018, the Company issued a 5% convertible debenture in exchange for $100,000. The debenture accrued interest at 5% per annum. Principal and interest were due on January 30, 2019. The debenture was convertible at the option of the holder into shares of the Company’s common stock at a conversion rate equivalent to 85% of the average closing price of the Company’s common stock for the 20 days preceding the conversion.

On April 26, 2018, the convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation (Note 7). Prior to the conversion, the Company recognized approximately $400 and $1,200, respectively, in interest expense related to the convertible debenture during the three and six months ended June 30, 2018. The market value of the common stock on the date of the conversion was $0.40. This difference lead to an immaterial amount related to a beneficial conversion feature.

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Revenue

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Note 10 – Revenue

The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is reasonably assured.

Revenue recognition occurs at the time product is shipped to customers from the third-party distribution warehouse located in Berlin, Germany. Our stocking distributors, who sell the products to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. Our stocking distributors are obligated to pay us the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Our direct customers do not have any contractual rights of return or exchange other than for defective product or shipping error.

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Common Stock Warrants

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Common Stock Warrants

Note 11 – Common Stock Warrants

Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of all warrants are designated as Level 2 since all the significant inputs are observable and quoted prices were available for the four comparative companies in an active market.

A summary of the Company’s warrant issuance activity and related information for the six months ended June 30, 2018 is as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at 12/31/2017		7,194,215	$	1.74		3.40
Issued		2,830,833	$	0.75		3.18
Outstanding and exercisable at 6/30/2018		10,025,048	$	1.46		2.95

The fair value of all warrants issued are determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued.

The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at June 30, 2018 as of their respective issue dates are as follows:

Event Description	Date	MDVX Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Private placement	2/26/18	$	0.51	$	0.75	$	0.20	5 years		2.60		55.91
Short-term debt	3/26/18	$	0.53	$	0.75	$	0.22	5 years		2.64		56.57
Private placement	5/1/2018	$	0.44	$	0.75	$	0.11	3 years		2.66		56.92
Debt conversion	5/15/2018	$	0.39	$	0.75	$	0.08	3 years		2.75		57.03

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 12 - Income Taxes

For the period from February 1, 2013 (inception) to June 30, 2018, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully reserved as of June 30, 2018 and December 31, 2017, since it is currently more likely than not that the benefit will not be realized in future periods.

The Company is required to file federal income tax returns and state income tax returns in the states of Florida, Georgia and Minnesota. There are no uncertain tax positions at June 30, 2018 or December 31, 2017. The Company has not undergone any tax examinations since inception.

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Related-Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related-Party Transactions

Note 13 - Related-Party Transactions

Patent Assignment and Royalty Agreements

The Company has a Contribution and Royalty Agreement with Dr. Haufe, a director of the Company. The agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues received by the Company from sales of all products derived from the use of the DenerveX technology. The Company incurred approximately $2,800 and $4,300, respectively, in royalty expense under the Contribution and Royalty agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were earned or paid to Dr. Haufe for the three and six months ended June 30, 2017.

Co-Development Agreement

The Company entered into a Co-Development Agreement with Dr. Andrews, a director of the Company, in September 2013. The agreement provides for the Company to pay Dr. Andrews a royalty of 2% of the Company’s net sales earned from applicable product sales for at least 5 years from the effective date of the agreement. The Company incurred approximately $5,700 and $8,600 in royalty expense under the co-development agreement for the three and six months ended June 30, 2018, all of which was included in accounts payable at June 30, 2018. No royalties were earned or paid to Dr. Andrews for the three and six months ended June 30, 2017.

Operating Lease

As described in Note 8, the Company pays TAG Aviation LLC, (“TAG”), a company owned by Mr. Gorlin, for month to month rental of office space at Dekalb-Peachtree Airport in Atlanta Georgia plus cost of utilities. Base rent payments under this arrangement is $2,147 per month. Rent expense and utilities expenses incurred by TAG Aviation amounted to approximately $9,400 and $18,800, respectively, for the three and six months ended June 30, 2018. Approximately $3,100 was included in accounts payable as of June 30, 2018. Rent expense and utilities expenses paid to TAG Aviation amounted to approximately $6,300 and $15,700, respectively, for the three and six months ended June 30, 2017.

Consulting expense

As described in Note 8, the Company paid $39,999 and $79,998, respectively, for the three and six months ended June 30, 2018 to Jesse Crowne, a director and Co-Chairman of the Board of the Company, for business advisory services, of which $13,333 was included in accounts payable at June 30, 2018.

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Research and Development

6 Months Ended

Jun. 30, 2018

Research and Development [Abstract]

Research and Development

Note 14 - Research and Development

Devicix Prototype Manufacturing Agreement

In November 2013, the Company accepted a proposal from Devicix, a Minneapolis, Minnesota based FDA registered contract designer and developer, to develop a commercially viable prototype of its product that could be used to receive regulatory approval from the FDA and other international agencies for use on humans to relieve pain associated with Facet Joint Syndrome. Through June 30, 2018, the Company has incurred approximately $1,905,000 in fees to Devicix, of which approximately $24,000 and $16,000, respectively, was included in accounts payable as of June 30, 2018 and 2017.

The development work commenced in December 2013. The total estimated cost of this work at contract signing was $960,000; however, the terms of the proposal allow either the Company or the designer and developer to cancel the development work with 10-days’ notice.

The Company incurred expenses of approximately $16,000 and $155,000, respectively, for the three and six months ended June 30, 2018. The Company incurred expenses of approximately $32,000 and $239,000, respectively, for the three and six months ended June 30, 2017.

Denervex Generator Manufacturing Agreement

The DenerveX device requires a custom electrocautery generator for power. As described in Note 8, in November 2014, the Company contracted with Bovie to customize one of their existing electrocautery generators for use with DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX is obtained. The Bovie agreement required a base $295,000 development fee to customize the unit, plus additional amounts if further customization was necessary beyond predetermined estimates.

The Company did not incur any expenses to Bovie for the three and six months ended June 30, 2018. The Company incurred approximately $0 and $31,000, respectively, for the three and six months ended June 30, 2017. Through June 30, 2018, the Company has incurred approximately $422,000 to Bovie related to this agreement. The manufacturing agreement is complete as of June 30, 2018, and the Company does not expect to incur any more expenses related to the agreement.

Nortech Manufacturing Agreement

In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce 315 DenerveX devices from the prototype supplied by Devicix for use in final development and clinical trials. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014.

The Company incurred fees of approximately $4,200 and $107,000, respectively, to Nortech for the three and six months ended June 30, 2018. The Company incurred fees of approximately $6,800 and $140,000, respectively, to Nortech for the three and six months ended June 30, 2017. Through June 30, 2018, the Company has incurred expenses of approximately $997,000 to Nortech.

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Liquidity, Going Concern and Management's Plans

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity, Going Concern and Management's Plans

Note 15– Liquidity, Going Concern and Management’s Plans

The Company incurred net losses of approximately $2,340,000 and $3,475,000 for the six months ended June 30, 2018 and 2017, respectively. The Company will continue to incur losses until it can sell a sufficient enough volume of the DenerveX System with margins sufficient to offset expenses.

To date, the Company’s primary source of funds has been from the issuance of debt and equity.

The Company will require additional cash in 2018 and is currently exploring other fundraising options. No assurances can be provided regarding the success of such efforts. Furthermore, if the Company is unable to raise sufficient financing in 2018, it could be required to undertake initiatives to conserve its capital resources, including delaying or suspending the launch of its product outside the United States and seeking FDA approval to sell its product in the United States. Delaying or suspending these initiatives would raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments to the carrying amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

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Subsequent Events

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 16 - Subsequent Events

On August 8, 2018, the Board approved the issuance of up to $600,000 of 12% Senior Secured Convertible Notes (the “Notes”). The Notes and unpaid interest mature 1 year from closing date. The Notes are convertible into the Company’s common stock at the option of the holder at the lesser of (a) $0.40, or (b) 90% of the price of the common stock in the Company’s next private placement. Each holder is also issued a warrant for number of shares equal to the number of common shares that would be received if the Notes were converted at $0.40. The warrants expire after 3 years and have an exercise price of $0.75 per share. Both the conversion price and warrant exercise price are subject to customary anti-dilution provisions.

The Notes also contain a registration provision that requires the Company to file to register the underlying common stock and warrants no later than December 31, 2018, and use best efforts to have the registration statement effective by March 31, 2019. A cash penalty of 1% of the investment amount per month can be imposed by the holder if the registration statement is not filed by December 31, 2018 or declared effective by March 31, 2019, up to a maximum of 12%. As of August 10, 2018, the Company had sold all of the Notes.

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Principles of Consolidation

principles of consolidation

These unaudited condensed consolidated financial statements that present the Company’s results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017, include Debride and the accounts of the Company as well as its formerly wholly-owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include the deferred income tax asset and the related valuation allowance, and the fair value of its share-based payment arrangements.

For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates.

Foreign Currency Transaction

Foreign Currency Transaction

The Company’s revenues and expenses transacted in foreign currencies are recorded as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. The Company recorded approximately $4,900 and $5,200, respectively, in foreign currency translation expense for the three and six months ended June 30, 2018. The Company did not incur any foreign currency transaction costs related to revenues and expenses transacted in foreign currencies for the three and six months ending June 30, 2017.

Foreign currency denominated monetary assets and liabilities of the Company are measured at the end of each reporting period using the exchange rate as of the balance sheet date and are recorded as a component of other income or expense, net on the Company’s consolidated statements of operations. As of June 30, 2018, the Company recorded a net translation loss of approximately $5,900 in foreign currency denominated monetary assets and liabilities. The Company did not incur any foreign currency translation costs related to foreign currency denominated monetary assets and liabilities for the three and six months ending June 30, 2017.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective.

In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The adoption of this standard did not have a material impact on the consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

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Inventory (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following items as of June 30, 2018, and December 31, 2017:

	June 30, 2018		December 31, 2017
Split Return Electrodes	$	—	$	1,868
Denervex device		153,946		111,596
Pro-40 generator		140,000		181,250
Total	$	293,946	$	294,714

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net, consists of the following:

	Useful Life	June 30, 2018			December 31, 2017
Furniture and fixtures	5 years	$	67,777		$	67,777
Computers and software	3 years		31,738			31,738
Leasehold improvements	5 years		35,676			35,676
			135,191			135,191
Less accumulated depreciation			(61,912	)		(48,018	)
Total		$	73,279		$	87,173

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Equity Transactions (Tables)

6 Months Ended

Jun. 30, 2018

Nonmonetary Transactions [Abstract]

Summary of Stock Option Activity

The following is a summary of stock option activity at June 30, 2018:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at 12/31/2017		1,314,059		$	2.01		8.19
Forfeited		(136,035	)	$	1.69		—
Outstanding at 6/30/2018		1,178,024		$	2.04		7.70
Exercisable at 6/30/2018		998,950		$	2.14		7.64

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Commitments & Contingencies (Tables)

6 Months Ended

Jun. 30, 2018

Office Space [Member]

Schedule of Operating Leases

Future minimum lease payments under this rental agreement are approximately as follows:

For the year ending:

December 31, 2018	$	5,800
	$	5,800

Equipment [Member]

Schedule of Operating Leases

Future minimum lease payments under this operating lease agreement are approximately as follows:

For the year ending:

December 31, 2018	$	1,000
December 31, 2019		1,900
December 31, 2020		1,900
December 31, 2021		500
	$	5,300

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Short Term Liabilities (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Future Payments Related to the Promissory Notes

Expected future payments related to the promissory notes as of June 30, 2018, are approximately as follows:

For the year ending:

December 31, 2018		134,000
December 31, 2019		45,000
	$	179,000

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Common Stock Warrants (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Summary of Warrant Activity

A summary of the Company’s warrant issuance activity and related information for the six months ended June 30, 2018 is as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at 12/31/2017		7,194,215	$	1.74		3.40
Issued		2,830,833	$	0.75		3.18
Outstanding and exercisable at 6/30/2018		10,025,048	$	1.46		2.95

Schedule of Assumptions for Warrants

The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued at June 30, 2018 as of their respective issue dates are as follows:

Event Description	Date	MDVX Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Private placement	2/26/18	$	0.51	$	0.75	$	0.20	5 years		2.60		55.91
Short-term debt	3/26/18	$	0.53	$	0.75	$	0.22	5 years		2.64		56.57
Private placement	5/1/2018	$	0.44	$	0.75	$	0.11	3 years		2.66		56.92
Debt conversion	5/15/2018	$	0.39	$	0.75	$	0.08	3 years		2.75		57.03

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Description of the Company (Details Narrative)	6 Months Ended
	Jun. 30, 2018
State of incorporation	Nevada
Date of incorporation	Jul. 30, 2013
Debride Inc. [Member]
State of incorporation	Florida
Date of incorporation	Oct. 01, 2012

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Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounting Policies [Abstract]
Foreign currency translation expense	$ 4,900		$ 5,200
Unrealized foreign currency translation	$ 5,990		$ 5,990

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Inventory - Schedule of Inventory (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory	$ 293,946	$ 294,714
Split Return Electrodes [Member]
Inventory		1,868
Denervex Device [Member]
Inventory	153,946	111,596
Pro-40 Generator [Member]
Inventory	$ 140,000	$ 181,250

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 6,866	$ 6,671	$ 13,894	$ 12,892

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Property and equipment	$ 135,191	$ 135,191
Less accumulated depreciation	(61,912)	(48,018)
Property and Equipment, net	73,279	87,173
Furniture and Fixtures [Member]
Property and equipment	$ 67,777	67,777
Useful Life	5 years
Computers and Software [Member]
Property and equipment	$ 31,738	31,738
Useful Life	3 years
Leasehold Improvements [Member]
Property and equipment	$ 35,676	$ 35,676
Useful Life	5 years

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Equity Transactions (Details Narrative) - USD ($)						1 Months Ended		3 Months Ended		6 Months Ended
	May 15, 2018	May 01, 2018	Apr. 26, 2018	Mar. 30, 2018	Feb. 26, 2018	Jan. 31, 2017	Nov. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Jan. 17, 2017
Proceeds from issuance of common stock							$ 240,000			$ 901,291	$ 1,816,045
Number of shares issued						173,911
Shares issued price per share						$ 1.38							$ 1.16
Non vested options outstanding								179,074		179,074
Unrecognized stock-based compensation										$ 75,000
Weighted average period										1 year 6 months 7 days
Warrant term	3 years
Warrant, exercise price	$ 0.75
Proceeds from issuance of warrants										$ 238,855	802,017
Legal expenses										$ 13,500
Common stock, par value				$ 0.001				$ 0.001		$ 0.001		$ 0.001
Series B [Member]
Number of warrants issued to purchase common shares	250,000
Dividend rate	5.00%
Beneficial conversion feature of preferred stock	$ 14,000
Debt conversion	$ 100,000
Debt conversion, shares	1,000
Debt obligations	$ 200,000
5% Convertible Debenture [Member]
Common stock conversion price, per share			$ 0.38					$ 0.40		$ 0.40
Debt conversion			$ 100,000
Debt conversion, shares			266,301
Conversion of common stock, percentage			85.00%
Restricted Common Stock [Member]
Conversion of stock shares converted				1,274,000
Common Stock [Member]
Conversion of stock shares converted	250		266,301
Common stock conversion price, per share	$ 0.40
Promissory Note [Member]
Debt conversion	$ 200,000
Series B Convertible Preferred Stock [Member]
Debt conversion	100,000
Series A Preferred Stock [Member]
Conversion of stock shares converted				12,740
Securities Purchase Agreement [Member] | Accredited Investors [Member]
Proceeds from issuance of common stock		$ 100,000
Number of common stock shares sold		1,000,000			770,000					8.25
Number of warrants issued to purchase common shares					385,000			2,062,500		2,062,500
Warrant term		3 years			5 years
Warrant, exercise price		$ 0.75			$ 0.75
Legal expenses										$ 5,000
Proceeds from issuance of private placement					$ 308,000					825,000
Allocation of warrants					52,003
Net cash received from offering										$ 820,000
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Common Stock [Member]
Conversion of stock shares converted										2,475,000
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Series B Convertible Preferred Stock [Member]
Number of warrants issued to purchase common shares		1,000						8,250		8,250
Dividend rate		5.00%
Beneficial conversion feature of preferred stock										$ 246,000
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Common Stock [Member]
Number of warrants issued to purchase common shares		250,000
Warrant, exercise price		$ 0.001
Conversion of stock shares converted		250
Common stock conversion price, per share		$ 0.40
Market value of common stock		$ 0.44
May 1, 2018 Securities Purchase Agreement [Member]
Debt conversion	$ 100,000
2013 Stock Option Incentive Plan [Member]
Compensation expense								$ 34,000	$ 135,000	$ 85,000	$ 500,000

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Equity Transactions - Summary of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Nonmonetary Transactions [Abstract]
Shares, Outstanding, Beginning | shares	1,314,059
Shares, Forfeited | shares	(136,035)
Shares, Outstanding, Ending | shares	1,178,024
Shares, Exercisable | shares	998,950
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares	$ 2.01
Weighted Average Exercise Price, Forfeited | $ / shares	1.69
Weighted Average Exercise Price, Outstanding, Ending | $ / shares	2.04
Weighted Average Exercise Price, Outstanding, Exercisable | $ / shares	$ 2.14
Weighted Average Remaining Term (Years), Outstanding, Beginning	8 years 2 months 8 days
Weighted Average Remaining Term (Years), Forfeited	0 years
Weighted Average Remaining Term (Years), Outstanding, Ending	7 years 8 months 12 days
Weighted Average Remaining Term (Years), Exercisable	7 years 7 months 21 days

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Commitments & Contingencies (Details Narrative) - USD ($)				1 Months Ended			3 Months Ended		6 Months Ended
	Jan. 02, 2018	Jul. 08, 2015	Feb. 01, 2013	Jan. 31, 2018	Jan. 31, 2017	Sep. 30, 2013	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Base rent							$ 2,948		$ 2,948
Agreement, term		3 years
Lease expense							8,800	$ 8,550	17,700	$ 17,100
Accounts payable							492,822		492,822		$ 196,171
Monthly fees							44,000		85,000
Number of common stock shares issued					173,911
Sales, Marketing, and Distribution Consultant One [Member]
Payments for consulting services							88,000	34,000	160,000	73,000
Non-cancellable 36 Month Operating Lease Agreement [Member]
Lease expense							900	700	1,800	1,400
Consulting Agreement [Member]
Consulting fees									13,333
Payments for consulting services							39,999	27,500	79,998	55,000
Accounts payable							13,333		13,333
Increase in consulting fees				$ 9,167
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member]
Payments for consulting services							21,000	9,000	42,000	24,000
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | Through December 31, 2018 [Member]
Payments for consulting services									7,000
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member]
Payments for consulting services									$ 25,000
Termination date									Apr. 30, 2019
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member] | EURO [Member]
Payments for consulting services									$ 21,000
Generator Development Agreement [Member]
Payment to bovie									422,000
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member]
Payment to bovie								0		31,000
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member] | Maximum [Member]
Payment to bovie									295,000
Distribution Center and Logistic Services Agreement [Member]
Monthly fees									3,500
Distribution Center and Logistic Services Agreement [Member] | Maximum [Member]
Monthly fees									8,300
Distribution Center and Logistic Services Agreement [Member] | Minimum [Member]
Monthly fees									2,300
Distribution Center and Logistic Services Agreement [Member] | EURO [Member]
Monthly fees									2,900
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Maximum [Member]
Monthly fees									6,900
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Minimum [Member]
Monthly fees									1,900
Co-Development Agreement [Member]
Agreement, description						In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent.
Royalty expense							5,700		8,600
Patent Assignment and Contribution Agreement [Member] | Scott Haufe [Member]
Agreement, description			This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products.
Royalty expense							2,800		4,300
Number of common stock shares issued			750,108
Royalty expiration			Sep. 06, 2030
TAG Aviation LLC [Member]
Base rent							$ 9,400	$ 6,300	18,800	$ 15,700
Streamline Inc. [Member]
Proceeds from sale of assets	$ 500,000
Contingent description	The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a “Contingent Period”), a contingent payment in cash (each, a “Contingent Payment”) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of “IV suspension system” products in excess of 100 units during each Contingent Period.
Contingent payments	$ 850,000
Streamline Inc. [Member] | Notes Receivable [Member]
Proceeds from sale of assets	$ 150,000
Operating Leases [Member]
Base rent									$ 2,147

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Commitments & Contingencies - Schedule of Operating Leases (Details)	Jun. 30, 2018 USD ($)
Office Space [Member]
December 31, 2018	$ 5,800
Total	5,800
Equipment [Member]
December 31, 2018	1,000
December 31, 2019	1,900
December 31, 2020	1,900
December 31, 2021	500
Total	$ 5,300

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Short Term Liabilities (Details Narrative) - USD ($)						3 Months Ended		6 Months Ended
	May 15, 2018	Apr. 26, 2018	Mar. 26, 2018	Jan. 31, 2018	Mar. 25, 2015	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Mar. 30, 2018	Dec. 31, 2017
Promissory note face amount						$ 79,000		$ 79,000			$ 104,000
Common stock, par value						$ 0.001		$ 0.001		$ 0.001	$ 0.001
Warrant, exercise price	$ 0.75
Warrant term	3 years
Proceeds from debt								$ 74,354
Conversion of stock shares converted amount								101,194	718,079
Unpaid accrued interest						$ 72,246		72,246			$ 69,222
Common Stock [Member]
Conversion of stock shares converted	250	266,301
5% Convertible Debenture [Member]
Debt instrument interest rate				5.00%
Debt instrument maturity date				Jan. 30, 2019
Proceeds from debt				$ 100,000
Debt conversion percentage				85.00%
Convertible Debenture [Member]
Interest expense						400		1,200
Steve Gorlin [Member]
Promissory note face amount						100,000		100,000
Steve Gorlin [Member] | Series B Convertible Preferred Stock [Member]
Promissory note face amount	$ 100,000
Debt instrument maturity date	Aug. 31, 2018
Conversion of stock shares converted amount	$ 100,000
Promissory Note [Member]
Interest expense						140		2,100
Promissory Note [Member] | Steve Gorlin [Member]
Promissory note face amount			$ 200,000
Debt instrument maturity date			May 15, 2018
Warrants to purchase shares of common stock			133,333
Common stock, par value			$ 0.001
Warrant, exercise price			$ 0.75
Warrant term			5 years
Proceeds from debt						174,000		26,000
Promissory Note One [Member]
Interest expense						1,200	$ 2,000	2,300	$ 3,800
Promissory note face amount					$ 135,000
Debt instrument interest rate					5.00%
Debt instrument maturity date					Aug. 01, 2019
Promissory Note Two [Member]
Promissory note face amount					$ 125,000
Debt instrument interest rate					5.00%
Debt instrument maturity date					Aug. 01, 2019
Finance Agreement [Member]
Insurance premium finance payments due						$ 24,000		$ 24,000
Insurance premium finance annual percentage						5.98%		5.98%
Promissory notes						$ 22,000		$ 22,000
Interest expense						$ 700		$ 1,400

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Short Term Liabilities - Schedule of Future Payments Related to the Promissory Notes (Details)	Jun. 30, 2018 USD ($)
Debt Disclosure [Abstract]
December 31, 2018	$ 134,000
December 31, 2019	45,000
Total	$ 179,000

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Common Stock Warrants - Summary of Warrant Activity (Details)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Equity [Abstract]
Shares, Outstanding, Beginning	7,194,215
Shares, Issued	2,830,833
Shares, Outstanding, Ending	10,025,048
Shares, Exercisable, Ending	10,025,048
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares	$ 1.74
Weighted Average Exercise Price, Issued | $ / shares	0.75
Weighted Average Exercise Price, Outstanding, Ending | $ / shares	$ 1.46
Weighted Average Exercise Price, Exercisable, Ending	1.46
Weighted Average Remaining Contractual Life, Outstanding, Beginning	3 years 4 months 24 days
Weighted Average Remaining Contractual Life, Issued	3 years 2 months 5 days
Weighted Average Remaining Contractual Life, Outstanding, Ending	2 years 11 months 12 days
Weighted Average Remaining Contractual Life, Exercisable, Ending	2 years 11 months 12 days

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Common Stock Warrants - Schedule of Assumptions for Warrants (Details) - $ / shares	6 Months Ended
	Jun. 30, 2018	May 15, 2018
Exercise Price of Warrant		$ 0.75
Private Placement 2/26/18 [Member]
MDVX Stock Price	$ 0.51
Exercise Price of Warrant	0.75
Private Placement 2/26/18 [Member] | Measurement Input, Exercise Price [Member]
Fair value assumptions, measurement input, exercise price	$ 0.20
Private Placement 2/26/18 [Member] | Measurement Input, Expected Term [Member]
Fair value assumptions, measurement input, term	5 years
Private Placement 2/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	2.60%
Private Placement 2/26/18 [Member] | Measurement Input, Price Volatility [Member]
Fair value assumptions, measurement input, percentage	55.91%
Short-term Debt 3/26/18 [Member]
MDVX Stock Price	$ 0.53
Exercise Price of Warrant	0.75
Short-term Debt 3/26/18 [Member] | Measurement Input, Exercise Price [Member]
Fair value assumptions, measurement input, exercise price	$ 0.22
Short-term Debt 3/26/18 [Member] | Measurement Input, Expected Term [Member]
Fair value assumptions, measurement input, term	5 years
Short-term Debt 3/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	2.64%
Short-term Debt 3/26/18 [Member] | Measurement Input, Price Volatility [Member]
Fair value assumptions, measurement input, percentage	56.57%
Private Placement 5/1/18 [Member]
MDVX Stock Price	$ 0.44
Exercise Price of Warrant	0.75
Private Placement 5/1/18 [Member] | Measurement Input, Exercise Price [Member]
Fair value assumptions, measurement input, exercise price	$ 0.11
Private Placement 5/1/18 [Member] | Measurement Input, Expected Term [Member]
Fair value assumptions, measurement input, term	3 years
Private Placement 5/1/18 [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	2.66%
Private Placement 5/1/18 [Member] | Measurement Input, Price Volatility [Member]
Fair value assumptions, measurement input, percentage	56.92%
Short-term Debt 5/15/18 [Member]
MDVX Stock Price	$ 0.39
Exercise Price of Warrant	0.75
Short-term Debt 5/15/18 [Member] | Measurement Input, Exercise Price [Member]
Fair value assumptions, measurement input, exercise price	$ 0.08
Short-term Debt 5/15/18 [Member] | Measurement Input, Expected Term [Member]
Fair value assumptions, measurement input, term	3 years
Short-term Debt 5/15/18 [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	2.75%
Short-term Debt 5/15/18 [Member] | Measurement Input, Price Volatility [Member]
Fair value assumptions, measurement input, percentage	57.03%

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Related-Party Transactions (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Rent expense		$ 2,948		$ 2,948
Jesse Crowne [Member]
Accounts payable		13,333		13,333
Consulting expenses		39,999		79,998
TAG Aviation LLC [Member]
Rent expense		9,400	$ 6,300	18,800	$ 15,700
Accounts payable		3,100		3,100
Mr. Gorlin [Member] | TAG Aviation LLC [Member]
Rent expense				$ 2,147
Patent Assignment and Royalty Agreement [Member] | Dr. Haufe [Member]
Agreement, description				The agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues received by the Company from sales of all products derived from the use of the DenerveX technology.
Royalty expense		2,800		$ 3,000
Co-Development Agreement [Member]
Agreement, description	In exchange for these services the Company is obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews is listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would continue to receive a 1% royalty after the 2% royalty expires for the duration of the effectiveness of the Improvement Patent.
Royalty expense		5,700		$ 8,600
Co-Development Agreement [Member] | Dr. Andrews [Member]
Agreement, description				The agreement provides for the Company to pay Dr. Andrews a royalty of 2% of the Company’s net sales earned from applicable product sales for at least 5 years from the effective date of the agreement.
Royalty expense		$ 5,700		$ 8,600

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Research and Development (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Contract cost			$ 960,000
Research and Development expenses	$ 16,185	$ 56,333	155,310	$ 391,774
Devicix Prototype Manufacturing Agreement [Member]
Development fees			1,905,000
Accounts payable	24,000	16,000	24,000	16,000
Research and Development expenses	16,000	32,000	155,000	239,000
Denervex Generator Manufacturing Agreement [Member]
Development fees			295,000
Payment to administrative fee	0	0	0	31,000
Denervex Generator Manufacturing Agreement [Member] | Bovie [Member]
Payment to administrative fee			422,000
Nortech Manufacturing Agreement [Member]
Development fees	$ 4,200		107,000
Research and Development expenses			$ 997,000
Nortech Manufacturing Agreement [Member] | Nortech [Member]
Payment to administrative fee		$ 6,800		$ 140,000

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Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 1,085,900	$ 1,236,001	$ 2,339,686	$ 3,474,238

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Subsequent Events (Details Narrative) - USD ($)	Aug. 08, 2018	May 15, 2018	Jun. 30, 2018	Dec. 31, 2017
Promissory note face amount			$ 79,000	$ 104,000
Warrant, exercise price		$ 0.75
Warrant term		3 years
Subsequent Event [Member]
Debt instrument interest rate	12.00%
Debt conversion price	$ 0.40
Debt conversion percentage	90.00%
Debt instrument maturity term	1 year
Warrant, exercise price	$ 0.75
Warrant term	3 years
Percentage of cash penalty	1.00%
Description on provision of registration	The Notes also contain a registration provision that requires the Company to file to register the underlying common stock and warrants no later than December 31, 2018, and use best efforts to have the registration statement effective by March 31, 2019. A cash penalty of 1% of the investment amount per month can be imposed by the holder if the registration statement is not filed by December 31, 2018 or declared effective by March 31, 2019, up to a maximum of 12%. As of August 10, 2018, the Company had sold all of the Notes.
Subsequent Event [Member] | Maximum [Member]
Promissory note face amount	$ 600,000