Additional Proxy Soliciting Materials (definitive) (defa14a)

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 ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

NanoVibronix, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	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):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	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.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

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	(4)	Date Filed:

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:	proxy statement;

	proxy card; and

	2017 Annual Report, which includes the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017