Current Report Filing (8-k)
November 21 2019 - 5:01PM
Edgar (US Regulatory)
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): November 18, 2019
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-36445
|
|
01-0801232
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(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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525
Executive Blvd., Elmsford, NY 10523
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (914) 233-3004
Not
Applicable
(Former
name or former address, if changed since last report)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
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Pre-commencement
communication 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 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company þ
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 18, 2019, the stockholders of NanoVibronix, Inc., a Delaware corporation (the “Company”), approved
an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares
of the Company’s preferred stock, par value $0.001 per share, from 5,000,000 shares to 11,000,000 shares. The increase in
authorized shares of the Company’s preferred stock was effected pursuant to a Certificate of Amendment to the Amended and
Restated Certificate of Incorporation (the “Certificate of Amendment”), filed with the Secretary of State of
the State of Delaware on November 20, 2019. The foregoing description of the Certificate of Amendment does not purport to be
complete and is qualified in its entirety by reference to Exhibit 3.1 hereto, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The
Company held a special meeting (the “Special Meeting”) of its stockholder on November 18, 2019. There were
4,778,582 shares of the Company’s common stock and series C preferred stock entitled to be voted, of which 2,759,671 were
voted in person or by proxy. The following matters were submitted to a vote of the Company’s stockholders at the Special
Meeting.
Proposal
1. A proposal to approve, in accordance with Nasdaq Marketplace Rule 5635(d), the issuance of (i) shares of the Company’s
common stock, par value $0.001 per share, issuable upon the conversion of the Company’s Series E convertible preferred stock,
par value $0.001 per share, and (ii) shares of the Company’s common stock issuable upon conversion of the Company’s
Series E Preferred Stock issuable upon exercise of warrants, in each case, issued in private placement offerings on June 21, 2019
and July 31, 2019 (“Proposal One” ):
For
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|
Against
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Abstentions
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Broker Non-Votes
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2,756,760
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2,411
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500
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0
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Proposal
2. A proposal to approve, in accordance with Nasdaq Marketplace Rule 5635(c), the issuance of (i) shares of the Company’s
common stock and (ii) shares of the Company’s common stock issuable upon exercise of warrants, in each case, to a director
of the Company (“Proposal Two”):
For
|
|
Against
|
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Abstentions
|
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Broker Non-Votes
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2,756,760
|
|
2,411
|
|
500
|
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0
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Proposal
3. A proposal to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase
the authorized preferred stock of the Company from 5,000,000 shares to 11,000,000 shares (“Proposal Three”):
For
|
|
Against
|
|
Abstentions
|
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Broker Non-Votes
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2,756,460
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2,711
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500
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0
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Proposal
4. A proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not
sufficient votes in favor of Proposal One, Proposal Two and/or Proposal Three (“Proposal Four”):
For
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Against
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Abstentions
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Broker Non-Votes
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2,756,460
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2,511
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700
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0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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:
November 21, 2019
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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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