Additional Proxy Soliciting Materials (definitive) (defa14a)
May 08 2018 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other
than the Registrant ☐
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Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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NanoVibronix,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing
Fee (Check the appropriate box):
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No fee required.
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Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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Fee paid previously
with preliminary materials.
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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May
8, 2018
Dear
holders of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of NanoVibronix, Inc. (the “Company”)
entitled to vote at the 2018 Annual Meeting of Stockholders:
As
further described in the Notice of Annual Meeting of Stockholders and the proxy statement enclosed with this letter, the 2018
Annual Meeting of Stockholders (the “Annual Meeting”) of the Company will be held on June 13, 2018, at 10:00 a.m.
New York time, at the offices of Haynes and Boone, LLP, located at 30 Rockefeller Plaza, 26th Floor, New York, New York 10112.
Each
holder of Series C Preferred Stock is entitled to the number of votes equal to the number of whole shares of common stock into
which the shares of Series C Preferred Stock held by such holder are then convertible (subject to the 9.99% beneficial ownership
limitations) with respect to any and all matters presented to the stockholders for their action or consideration. Holders of our
common stock and Series C Preferred Stock will vote together as a single class on all matters to be acted upon at the Annual Meeting
as described in the enclosed proxy statement.
The
record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on
April 20, 2018 (the “Record Date”). On the Record Date, 2,483,142 shares of Series C Preferred Stock were issued and
outstanding, and after application of the beneficial ownership limitation pursuant to the terms of the Series C Preferred Stock
as set forth in the certificate of designation for the Series C Preferred Stock, certain holders of Series C Preferred Stock are
entitled to an aggregate of 215,969 votes on the proposals described in the proxy statement.
Please
note that your appointment of Brian Murphy and Stephen Brown, or either of them, as proxies, each with the power to appoint (his/her)
substitute, and your authorization of them to represent and to vote, the shares as designated on the proxy card, as set forth
on the enclosed proxy card, pertains solely to the votes equal to the number of whole shares of common stock into which your shares
of Series C Preferred Stock are convertible (subject to the 9.99% beneficial ownership limitations) as of the Record Date.
IMPORTANT ADDITIONAL
INFORMATION AND WHERE TO FIND IT
On
April 30, 2018, the Company filed the proxy statement on Schedule 14A in connection with the solicitation of proxies
for its 2018 Annual Meeting of stockholders. The Company, its directors and certain of its executive officers will be
participants in the solicitation of proxies from stockholders in respect of the 2018 Annual Meeting of Stockholders.
Information regarding the names of the Company’s directors and executive officers and their respective interests in the
Company by security holdings or otherwise is set forth in the proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND
STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT AND ANY SUPPLEMENTS THERETO,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholder may also obtain a free copy of the proxy statement and other
relevant documents that the Company files with the SEC from the SEC’s website at
www.sec.gov
or access
the proxy materials at
www.proxyvote.com
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
Sincerely,
/s/
Brian Murphy
Brian
Murphy
Chief
Executive Officer and Director
Enclosures:
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proxy statement;
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proxy card; and
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2017 Annual Report, which includes
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017
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