Free
Writing Prospectus dated August 24, 2020
Filed
pursuant to Rule 433
Relating
to the Preliminary Prospectus Supplement dated September 22, 2020
Registration
Statement No. 333- 239965
NanoVibronix
Announces $1.5 Million Bought Deal Offering
ELMSFORD, N.Y., September 22, 2020 (PR NEWSWIRE)
— NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield®
and WoundShield®, and WoundShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, announced today
that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which the underwriter has agreed
to purchase on a firm commitment basis 1,500,000 shares of common stock of the Company, at a price to the public of $1.00
per share, less underwriting discounts and commissions. The closing of the offering is expected to occur on or about September
25, 2020, subject to satisfaction of customary closing conditions.
H.C.
Wainwright & Co. is acting as the sole book-running manager for the offering.
The Company also has granted to the underwriter
a 30-day option to purchase up to an additional 225,000 shares of common stock at the public offering price, less underwriting
discounts and commissions. The gross proceeds to NanoVibronix, before deducting underwriting discounts and commissions and offering
expenses and assuming no exercise of the underwriter’s option to purchase additional common stock, are expected to be approximately
$1.5 million. The Company intends to use the net proceeds from this offering for working capital and other general corporate
purposes, including for the transition of manufacturing of NanoVibronix’s products from China to the United States and
purchase of inventory.
The
shares of common stock are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File
No. 333-239965) originally filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2020, and declared
effective by the SEC on August 11, 2020. The offering of the shares of common stock is being made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement
and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available
on the SEC’s website at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement and accompanying
prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by telephone at (646) 975-6996 or e-mail at placements@hcwco.com.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
NanoVibronix, Inc.
NanoVibronix,
Inc. (NASDAQ: NAOV) is a medical device company headquartered in Elmsford, New York, with research and development in Nesher,
Israel, focused on developing medical devices utilizing its patented low intensity surface acoustic wave (SAW) technology. The
proprietary technology allows for the creation of low-frequency ultrasound waves that can be utilized for a variety of medical
applications, including for disruption of biofilms and bacterial colonization, as well as for pain relief. The devices can be
administered at home without the assistance of medical professionals. The Company’s primary products include PainShield®,
UroShield® and WoundShield®, all of which are portable devices suitable for administration at home without assistance
of medical professionals. Additional information about NanoVibronix is available at: www.nanovibronix.com.
Forward-looking
Statements
This
press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are
subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot
be predicted or quantified, and include, among others, statements regarding the completion of the public offering, the satisfaction
of customary closing conditions related to the public offering and the intended use of net proceeds from the public offering;
consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks
and uncertainties include, without limitation, risks and uncertainties associated with: (i) the geographic, social and economic
impact of COVID-19 on the Company’s ability to conduct its business and raise capital in the future when needed, (ii) market
acceptance of our existing and new products or lengthy product delays in key markets; (iii) negative or unreliable clinical trial
results; (iv) inability to secure regulatory approvals for the sale of our products; (v) intense competition in the medical device
industry from much larger, multinational companies,; (vi) product liability claims; (vii) product malfunctions; (viii) our limited
manufacturing capabilities and reliance on subcontractor assistance; (ix) insufficient or inadequate reimbursements by governmental
and/or other third party payers for our products; (x) our ability to successfully obtain and maintain intellectual property protection
covering our products; (xi) legislative or regulatory reform impacting the healthcare system in the U.S. or in foreign jurisdictions;
(xii) our reliance on single suppliers for certain product components, (xiii) the need to raise additional capital to meet our
future business requirements and obligations, given the fact that such capital may not be available, or may be costly, dilutive
or difficult to obtain; (xiv) our conducting business in foreign jurisdictions exposing us to additional challenges, such as,
e.g., foreign currency exchange rate fluctuations, logistical and communications challenges, the burden and cost of compliance
with foreign laws, and political and/or economic instabilities in specific jurisdictions; and (xv) market and other conditions.
More detailed information about the Company and the risk factors that may affect the realization of forward looking statements
is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual
Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free
of charge on the SEC’s web site at: http://www.sec.gov. The Company assumes no obligation to publicly update or revise its
forward-looking statements as a result of new information, future events, or otherwise, except as required by law.
Investor
Contacts:
Nanovibronix
Inc
bmurphy@nanovibronix.com
(630)
338-5022
Or:
Brett
Maas, Managing Principal, Hayden IR, LLC
brett@haydenir.com
(646)
536-7331
SOURCE:
NanoVibronix, Inc.
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