Current Report Filing (8-k)
December 06 2018 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 4, 2018
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 Blvd
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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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously reported, on September 14,
2018, NanoVibronix, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the NASDAQ
Stock Market (“NASDAQ”) indicating that the Company no longer complied with the minimum stockholders’ equity
requirement under NASDAQ Listing Rule 5550(b)(1) (the “Rule”) for continued listing on The NASDAQ Capital Market due
to the Company’s failure to maintain a minimum of $2,500,000 in stockholders’ equity or meet the alternatives of market
value of listed securities or net income from continuing operations.
In accordance with NASDAQ Listing Rules,
the Company had 45 calendar days, or until October 29, 2018, to submit a plan to regain compliance. On October 26, 2018, the Company
submitted a plan to NASDAQ to regain compliance with the minimum stockholders’ equity requirement. On December 4, 2018, based
upon the Company’s submission and an additional supplemental submission, NASDAQ granted the Company a 180-day extension to
March 13, 2019 to evidence compliance with the Rule, subject to the Company providing the Listing Qualifications Department with
certain interim progress reports.
If compliance with the Rule cannot be demonstrated
by March 13, 2019, NASDAQ will provide written notification that the Company’s common stock could be delisted. In such event,
NASDAQ rules permit the Company to appeal any delisting determination to a NASDAQ Hearings Panel. Accordingly, there can be no
assurance that the Company will be able to regain compliance with the NASDAQ listing rules or maintain its listing on the NASDAQ
Capital Market.
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: December 6, 2018
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By:
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/s/ Brian Murphy
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Name: Brian Murphy
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Title: Chief Executive Officer
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