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FORM
12b-25
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SEC
FILE NUMBER
001-35963
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NOTIFICATION
OF LATE FILING
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CUSIP
NUMBER
63008J108
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(Check One):
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☐ Form 10-K
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☐ Form
20-F
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☐ Form
11-K
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☒ Form
10-Q
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☐ Form
10-D
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☐ Form
N-SAR
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☐ Form N-CSR
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For
Period Ended: September 30, 2019
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended: ________________________________________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
NanoVibronix,
Inc.
Full Name of Registrant
Former
Name if Applicable
525 Executive Blvd.
Address
of Principal Executive Office (Street and Number)
Elmsford, New York 10523
City, State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
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(c)
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The accountant's
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
NanoVibronix, Inc. (the “Company,” “we,”
“our,” or “us”) was unable to complete its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2019 (the “Quarterly Report”) prior to the filing deadline for the Quarterly Report as a result of the
need to complete quarterly end closing procedures and financial statement preparation, and a delay in completing the disclosures
to be included in the Quarterly Report. As a result of this delay, the Company was unable to file its Quarterly Report by the prescribed
filing date without unreasonable effort or expense.
The
Company expects to file the Quarterly Report within the extension period of five calendar days as provided under Rule 12b-25 under
the Securities Exchange Act of 1934, as amended.
The
Company’s expectation regarding the timing of the filing of the Quarterly Report and the description of anticipated material
changes from the results of operation from the corresponding period of the last fiscal year are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ from those contemplated by these
forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including the inability
of the Company or its independent registered public accounting firm to complete the work necessary in order to file the Quarterly
Report in the time frame that is anticipated or unanticipated changes being reported in the Company’s operating results
as reported in the Quarterly Report as filed. The Company undertakes no obligation to revise or update any forward-looking statements
to reflect events or circumstances after the date hereof.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification:
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Brian Murphy
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914
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233-3004
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). YES [X] No [_]
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? YES ☒ No ☐
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of results cannot be made.
Three Months Ended September 30,
2019 Compared to Three Months Ended September 30, 2018
Revenues. For the three months ended
September 30, 2019 and 2018, our revenues were approximately $101,000 and $54,000 respectively, an increase of approximately 87%,
or $47,000 between the periods. The increase was mainly attributable to customer additions. Our revenues may fluctuate as we add
new consumers or when existing distributors or consumers make large purchases of our products during one period and no purchases
during another period. Our revenues may fluctuate from quarter-to-quarter and any growth or decrease in revenues by quarter may
not be linear or consistent.
For the three months ended September 30,
2019, the percentage of revenues attributable to our products was: PainShield - 100% and UroShield 0%. For the three months ended
September 30, 2018, the percentage of revenues attributable to our products was: PainShield - 72% and UroShield - 28%. For the
three months ended September 30, 2019 and 2018, the percentage of revenues attributable to our disposable products was 12% and
23%, respectively. For the three months ended September 30, 2019 and 2018, the portion of our revenues that was derived from distributors
was 93% and 64%, respectively.
Gross Profit. For the three months
ended September 30, 2019 and 2018, gross profit was approximately $47,000 and $8,000, respectively, an increase of approximately
488%, mainly due to increased sales.
Gross profit as a percentage of
revenues was approximately 47% and 15% for the three months ended September 30, 2019 and 2018, respectively. The increase in gross
profit as a percentage is mainly due to sales with nonrefundable deposits.
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Research and Development Expenses.
For the three months ended September 30, 2019 and 2018, research and development expenses were approximately $79,000 and $121,000,
respectively between the periods. The decrease was due to there being no clinical trials during the three months ended September
30, 2019.
Research and development expenses as a
percentage of total revenues were approximately 78% and 224% for the three months ended September 30, 2019 and 2018, respectively.
Our research and development expenses consist
mainly of payroll expenses to employees involved in research and development activities, stock-based compensation expenses, expenses
related to subcontracting, patents application and registration, clinical trial and facilities expenses associated with and allocated
to research and development activities.
Selling and Marketing Expenses.
For the three months ended September 30, 2019 and 2018, selling and marketing expenses were approximately $228,000 and $345,000,
respectively, a decrease of approximately 34%, or $117,000, between the periods. The decrease was primarily due to bonuses and
vacation payouts in 2018.
Selling and marketing expenses as a percentage
of total revenues were approximately 226% and 639% for the three months ended September 30, 2019 and 2018, respectively.
Selling and marketing expenses consist
mainly of payroll expenses to direct sales and marketing employees, stock-based compensation expenses, travel expenses, advertising
and marketing expenses, rent and facilities expenses associated with and allocated to selling and marketing activities.
General and Administrative Expenses.
For the three months ended September 30, 2019 and 2018, general and administrative expenses were approximately $533,000 and $868,000,
respectively, a decrease of approximately 39%, or $335,000, between the periods. The decrease was primarily due to higher compensation
costs and public company expenses in 2018.
General and administrative expenses as
a percentage of total revenues were approximately 528% and 1,607% for the three months ended September 30, 2019 and 2018, respectively.
Our general and administrative expenses
consist mainly of payroll expenses for management and administrative employees, share-based compensation expenses, accounting,
legal and facilities expenses associated with general and administrative activities and costs associated with being a publicly
traded company.
Financial expenses, net. For the
three months ended September 30, 2019 and 2018, financial expenses, net was approximately $20,000 compared to a $7,000, respectively,
an increase of approximately $13,000, between the periods. The increase in 2019 was derived primarily from exchange rate adjustments.
Tax expenses. For the three
months ended September 30, 2019 and 2018, tax expenses were $2,000 and $11,000. The tax expense is computed by multiplying income
before taxes at our Israeli subsidiary by the appropriate tax rate.
Net loss. Our net loss decreased
by approximately $529,000, or 39%, to approximately $815,000 for the three months ended September 30, 2019 from approximately $1,344,000
in the same period of 2018. The decrease in net loss resulted primarily from the factors described above.
Nine Months Ended September 30, 2019
Compared to Nine Months Ended September 30, 2018
Revenues. For the nine months ended
September 30, 2019 and 2018, our revenues were approximately $443,000 and $264,000, respectively, an increase of approximately
68%, or $179,000, between the periods. The increase was mainly attributable to new royalty agreement in the nine months ended September
30, 2019. Our revenues may fluctuate as we add new consumers or when existing distributors or consumers make large purchases of
our products during one period and no purchases during another period. Our revenues may fluctuate from quarter-to-quarter and any
growth or decrease in revenues by quarter may not be linear or consistent.
For the nine months ended September 30,
2019, the percentage of revenues attributable to our products was: PainShield - 54% and UroShield 46%. For the nine months ended
September 30, 2018, the percentage of revenues attributable to our products was: PainShield - 75% and UroShield - 25%. For the
nine months ended September 30, 2019 and 2018, the percentage of revenues attributable to our disposable products was 5% and 53%,
respectively. For the nine months ended September 30, 2019 and 2018, the portion of our revenues that was derived from distributors
was 59% and 52%, respectively.
Gross Profit. For the nine months
ended September 30, 2019 and 2018, gross profit was approximately $307,000 and $141,000, respectively, an increase of approximately
118%, or $166,000.
Gross profit as a percentage of revenues
was approximately 69% and 53% for the nine months ended September 30, 2019 and 2018, respectively. The increase in gross profit
as a percentage is mainly due to the nonrefundable deposit received from the royalty agreement.
Research and Development Expenses.
For the nine months ended September 30, 2019 and 2018, research and development expenses were approximately $381,000 and $408,000,
respectively, a decrease of approximately 7%, or $27,000 between the periods. The decrease is due to less clinical trials done
in 2019.
Research and development expenses as a
percentage of total revenues were approximately 86% and 155% for the nine months ended September 30, 2019 and 2018, respectively.
Our research and development expenses consist
mainly of payroll expenses to employees involved in research and development activities, stock-based compensation expenses, expenses
related to subcontracting, patents application and registration, clinical trial and facilities expenses associated with and allocated
to research and development activities.
Selling and Marketing Expenses.
For the nine months ended September 30, 2019 and 2018, selling and marketing expenses were approximately $820,000 and $871,000,
respectively, a decrease of approximately 6%, or $51,000, between the periods. The decrease was primarily due to higher compensation
costs and public company expenses in 2018.
Selling and marketing expenses as a percentage
of total revenues were approximately 185% and 330% for the nine months ended September 30, 2019 and 2018, respectively.
Selling and marketing expenses consist
mainly of payroll expenses to direct sales and marketing employees, stock-based compensation expenses, travel expenses, advertising
and marketing expenses, rent and facilities expenses associated with and allocated to selling and marketing activities.
General and Administrative Expenses.
For the nine months ended September 30, 2019 and 2018, general and administrative expenses were approximately $3,018,000 and $1,802,000,
respectively, an increase of approximately 681%, or $1,216,000, between the periods. The increase is due to stock compensation
cost and higher professional fees.
General and administrative expenses as
a percentage of total revenues were approximately 681% and 683% for the nine months ended September 30, 2019 and 2018, respectively.
Our general and administrative expenses
consist mainly of payroll expenses for management and administrative employees, share-based compensation expenses, accounting,
legal and facilities expenses associated with general and administrative activities and costs associated with being a publicly
traded company.
Financial expenses, net. For the
nine months ended September 30, 2019 and 2018, financial income and (expenses), net was approximately ($71,000) compared to a $16,000,
respectively, a decrease of approximately ($87,000), between the periods.
Change in fair value of derivative liabilities.
For the nine months ended September 30, 2019 and 2018, there was a change in fair value of derivative liabilities resulting in
a gain of approximately $102,000 compared to a $0, respectively, an increase of approximately $102,000, between the periods. The
income in 2019 was derived from the valuation of derivative liabilities.
Loss on extinguishment of derivative
liability. For the nine months ended September 30, 2019 and 2018, there was a loss on extinguishment of derivative liability
of approximately ($288,000) compared to a $0, respectively, a decrease of approximately $288,000, between the periods. The income
in 2019 was derived from the elimination of derivative liabilities.
Warrant modification expenses. For
the nine months ended September 30, 2019 and 2018, warrant modification expense was approximately $412,000 compared to a $0, respectively,
and was related to warrant modification.
Tax expenses. For the nine months
ended September 30, 2019 and 2018, tax expenses was approximately $20,000 compared to $33,000, respectively. The tax expense is
computed by multiplying income before taxes at our Israeli subsidiary by the appropriate tax rate.
Net loss. Our net
loss increased by approximately $1,644,000, or 56%, to approximately $4,601 for the nine months ended September 30, 2019 from
approximately $2,957,000 in the same period of 2018.
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NanoVibronix, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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November
14, 2019
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By:
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/s/
Brian Murphy
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Brian
Murphy, Chief Executive Officer
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INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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