Current Report Filing (8-k)
July 10 2018 - 9:41AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 4, 2018
NanoVibronix,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-36445
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01-0801232
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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525
Executive Blvd
Elmsford,
New York
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10523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (914) 233-3004
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
July 4, 2018, Jona Zumeris, Vice President of Technology and member of the board of directors of NanoVibronix, Inc. (the “Company”)
and the Company’s subsidiary, submitted his resignation as a member of the board of directors and all positions from the
Company and the Company’s subsidiary, effective as of July 4, 2018. Dr. Zumeris’s resignation was not in connection
with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, or any
other matter.
On
July 4, 2018, the Company and Dr. Zumeris and his wife, Janina (Ina) Zumeris entered into a Separation and Release Agreement (the
“Separation Agreement”), providing that Dr. Zumeris shall resign from all positions at the Company and the Company’s
subsidiary, effective as of the execution of the Separation Agreement and that Dr. Zumeris and Janina Zumeris will cooperate with
the Company and its officers on meeting certain technical and administrative milestones during the transition period ending 60
days following the date of the Separation Agreement (the “Termination Date”). If Dr. Zumeris and Janina Zumeris have
met such milestones to the satisfaction of the Company and fulfilled other obligations under the Separation Agreement, (i) Dr.
Zumeris and Janina Zumeris, will be entitled to receive as consulting payments an aggregate of NIS 65,000 per month for 12 months,
commencing 30 days after the Termination Date; (ii) the Company’s management, beginning on November 4, 2018, will use its
best efforts to allow the sale of the Company’s securities owned by Dr. Zumeris, provided that such sale would be in compliance
with the applicable U.S. securities laws and regulations, and provided further, that, if the Company’s shares of common
stock held by Dr. Zumeris had not been sold at a price lower than $4.45 during the fourteen month period from July 4, 2018, and
the value of the unsold securities Dr. Zumeris owns plus the value of cash received by Dr. Zumeris from the sale of the Company’s
securities during such fourteen month period (the “Aggregate Amount”), in aggregate, is less than $950,000, then the
Company will make up the difference between $950,000 and the Aggregate Amount by extending the term of engagement of Dr. Zumeris
and Janina Zumeris’s consulting services and paying the consulting payments of NIS 65,000 per month. In addition, if the
Company (i) grants a license for the skin rejuvenation technology, then the Company will pay Dr. Zumeris 10% from the payments
received by the Company until an aggregate amount of $100,000 has been paid to Dr. Zumeris, (ii) sells the skin rejuvenation technology
and/or the rights to such as a standalone product, the Company will pay Dr. Zumeris $100,000 from the proceeds of such sale, or
(iii) sells the skin rejuvenation devices, the Company will pay Dr. Zumeris $5 per unit an aggregate amount of $100,000 has been
paid to Dr. Zumeris.
In
exchange for the consideration described above, Dr. Zumeris and Janina Zumeris agreed that, among other things, subject to the
payments described above, Dr. Zumeris and Janina Zumeris will not have in the future any demands or claims for payment of salary
or compensation of any kind against the Company. The Separation Agreement contains releases of any and all claims against the
Company and restrictive covenants regarding intellectual property, non-disparagement, non-disclosure, non-compete and non-solicitation
customary in executive separation agreements.
The
foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement which
is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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NanoVibronix, Inc.
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Date: July 10, 2018
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By:
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/s/
Stephen Brown
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Name: Stephen Brown
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Title: Chief Financial Officer
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