Current Report Filing (8-k)
June 04 2019 - 5:02PM
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): May 29, 2019
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:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NAOV
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Nasdaq Capital Market
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Resignation of Chief Financial
Officer
On May 29, 2019,
Stephen Brown, Chief Financial Officer of NanoVibronix, Inc. (the “
Company
”), tendered his resignation to the
Company’s Board of Directors (the “
Board
”), effective as of the close of business on May 31, 2019. Mr.
Brown did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices. It is expected that an affiliate of Mr. Brown and the Company will enter into a consulting agreement, pursuant
to which Mr. Brown will serve as a consultant and will work with the Company’s executive management, finance and accounting
teams to ensure an orderly transition of the responsibilities of the Chief Financial Officer.
Appointment of Chief Financial
Officer
On May 31, 2019,
the Company appointed Mr. James S. Cardwell as Chief Financial Officer. In connection therewith, the Company entered into a one-year
CFO Consulting Agreement (the “
Consulting Agreement
”) with Mr. Cardwell, pursuant to which Mr. Cardwell will
receive $15,000 per year, payable in equal monthly amounts.
James
Cardwell, age 59, has more than 35 years of experience in, among other things, U.S. Securities and Exchange
Commission (“
SEC
”) reporting and compliance, financial reporting and tax research and compliance. Since
July 2015, Mr. Cardwell has served as Chief Operating Officer and Senior Associate of The CFO Squad LLC, a company which
provides chief financial officer support services including, but not limited to, pre-audit services, SEC and tax compliance
and financial reporting services to both international and domestic private and public companies. From August 2018 until
December 2018, Mr. Cardwell served as interim Chief Financial Officer of Newgioco Group, Inc. From January 2018 until May
2018, Mr. Cardwell served as interim Chief Financial Officer of VerifyMe, Inc. Mr. Cardwell graduated from Illinois State
University with a bachelor of science degree in accounting. Upon graduation, Mr. Cardwell began his career at Arthur Andersen
& Co and served as Senior Tax Consultant. For over 30 years, Mr. Cardwell served in various capacities for public and
private companies in the entertainment industry including serving as the Chief Financial Officer of S2BN Entertainment, Inc.;
the Deputy Director of the National Jazz Museum in Harlem, New York; the Chief Financial Officer of Sibling Entertainment,
Inc.; the Chief Executive Officer and director of Good Galaxy Entertainment, Inc.; the Associate Producer of Nunsense
Theatrical Company LP and the founder and President of Cardwell Productions. Mr. Cardwell is a certified public accountant in
the State of New York.
There is no arrangement
or understanding between Mr. Cardwell and any other persons pursuant to which Mr. Cardwell was selected as an officer.
There are no
family relationships between Mr. Cardwell and any director, executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities
Act of 1933 (“Regulation S-K”).
Since the beginning
of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Cardwell had a direct or
indirect material interest within the meaning of Item 404(a) of Regulation S-K.
The
description of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
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Item 9.01
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Financial
Statements and Exhibits.
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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: June 4, 2019
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By:
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/s/ Brian Murphy
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Name: Brian Murphy
Title: Chief Executive
Officer
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