Current Report Filing (8-k)
February 02 2017 - 1:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
January 27, 2017
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 Boulevard
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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4
(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Effective January 27, 2017, NanoVibronix, Inc. (the “Company”)
entered into amendments to its two-year warrants (the “Warrant Amendment”) to purchase an aggregate of 420,000 shares
of common stock at an exercise price of $3.00 per share and warrants to purchase an aggregate of 420,000 shares of common stock
at an exercise price of $6.00 per share, issued in January and February 2015, to extend the expiration date of the warrants for
two additional years. Pursuant to the Warrant Amendment, warrants to purchase 266,667 shares of common stock at $3.00 per share
and warrants to purchase 266,667 shares of common stock at $6.00 per share will expire on January 29, 2019, and the warrants to
purchase 140,000 shares of common stock at $3.00 per share and warrants to purchase 140,000 shares of common stock at $6.00 per
share will expire on February 10, 2019, and the warrants to purchase 13,333 shares of common stock at $3.00 per share and warrants
to purchase 13,333 shares of common stock at $6.00 per share will expire on February 23, 2019. The exercise price and all other
terms of the original warrants remain the same.
Holders of the warrants who entered into the Warrant
Amendment with the Company include the following (i) a subsidiary of IDT Corporation, a greater
than five percent stockholder of the Company, who holds warrants to purchase 266,667 shares of common stock at $3.00 per
share and warrants to purchase 266,667 shares of common stock at $6.00 per share, and (ii) entities controlled by Mr. Packer
and Mr. Packer, a greater than five percent stockholder of the Company, who holds warrants to purchase 66,666 shares of
common stock at $3.00 per share and warrants to purchase 66,666 shares of common stock at $6.00 per share.
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: February 2, 2017
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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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