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Item 1.01
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Entry into a Material Definitive Agreement
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On June 8, 2017, NanoVibronix, Inc. (the
“Company”) issued and sold to an accredited investor a convertible promissory note (a “Note”) in the principal
amount of $500,000 and a seven-year warrant (a “Warrant”) to purchase 200,000 shares of common stock at an exercise
price of $5.90 per share (the “Exercise Price”). The Company previously issued and sold Notes having a principal amount
of $25,000 and Warrants to purchase 10,000 shares of common stock to accredited investors on each of June 2, 2017, and May 28,
2017. The Notes and Warrants issued on each June 8, June 2, and May 28, 2017, have substantially identical terms.
The principal amount and all accrued but
unpaid interest on the Notes will become due and payable on the date (the “Maturity Date”) that is the earlier of the
(i) 5-year anniversary of the date of issuance, or (ii) the date the Company completes an equity financing pursuant to which the
Company issues and sells shares of capital stock resulting in aggregate proceeds of at least $2,000,000 (a “Qualified Financing”).
The Notes bear interest at a rate of 6% per annum, payable in arrears on the Maturity Date. To the extent not previously converted,
on the Maturity Date, each investor will receive, at the option of the investor, either (a) cash equal to the original principal
amount of such investor’s Note and interest then accrued and unpaid thereon, or (b) shares of common stock or Series C Convertible
Preferred Stock of the Company, at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained
by dividing (i) the estimated value of the Company as of the Maturity Date, as determined in good faith by the Company’s
board of directors, by (ii) the aggregate number of outstanding shares of the Company’s common stock, as of the Maturity
Date on a fully diluted basis, and (y) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification
or similar events affecting the capital stock of the Company. Upon consummation of a Qualified Financing, the investors may elect
to have their outstanding principal and accrued but unpaid interest thereon converted into shares of the same class and series
of equity securities sold in such Qualified Financing, provided that the investors may elect to receive shares of Series C Convertible
Preferred Stock instead of shares of common stock, to the extent that common stock is issued in such Qualified Financing, at a
price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing
and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events
affecting the Company’s capital stock. If there is a change of control and the Notes have not otherwise been previously converted,
the investors may, at their option, (a) receive an amount in cash equal to the sum of the original principal amount of the Notes
and interest then accrued and unpaid thereon, or (b) convert the Notes and all accrued and unpaid interest thereon into shares
of common stock or Series C Convertible Preferred Stock of the Company immediately prior to the closing of such change of control
transaction at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) the
estimated value of the Company implied by the exchange ratio set forth in the agreement governing such change of control transaction,
as determined in good faith by the Company’s board of directors, by (ii) the aggregate number of outstanding shares of the
Company’s common stock, immediately prior to such change of control on a fully diluted basis, and (y) $5.90 per share, as
such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s
capital stock.
The Warrants are immediately exercisable.
The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the resale of the
shares issuable upon exercise of the Warrants after the six month anniversary of the issuance date of the Warrants. The Exercise
Price is adjustable for certain events, such as distribution of stock dividends, stock splits or fundamental transactions including
mergers or sales of assets. A holder of a Warrant will not have the right to exercise any portion of its Warrant if the holder
(together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of the Company’s common
stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with
the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of
9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company.
The foregoing descriptions of the Notes
and the Warrants are qualified in their entirety by the full text of the form of each document which are filed as Exhibits 10.1
and 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.