Current Report Filing (8-k)
June 26 2020 - 9:01AM
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): June 22, 2020
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-36445
|
|
01-0801232
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
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:
[ ]
|
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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communication 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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.001 per share
|
|
NAOV
|
|
Nasdaq
Capital Market
|
Item 1.01
|
Entry into a Material Definitive Agreement
|
On
June 22, 2020, NanoVibronix, Inc. (the “Company”) issued and sold to an accredited investor a promissory note (the
“Note”) in the principal amount of $200,000 and a seven-year warrant (the “Warrant”) to purchase 100,000
shares of the Company’s common stock. The exercise price for each Warrant share is equal to $2.50, and the Warrant may also
be exercised, in whole or in part, by means of a cashless exercise.
The
principal amount and all accrued but unpaid interest on the Note are due and payable on the date (the “Payment Date”)
that is the earlier of (i) June 22, 2021 or (ii) the date on which all amounts under the Note shall become due and payable in
the event of default. The Note bears interest at a rate of 10% per annum, payable on the Payment Date or the earlier payment in
full of the Note.
The
Warrant is exercisable at any time or times after the six month anniversary of the date of issuance, but not after its expiration.
The exercise price of the Warrant is adjustable for certain events, such as distribution of stock dividends, stock splits or fundamental
transactions including mergers or sales of assets. The holder of the Warrant will not have the right to exercise any portion of
the Warrant if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of
the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the Warrant. In no event will the number of shares to be issued upon (A) exercise of
the Warrant and (B) conversion of the Note exceed, in the aggregate, 9.99% of the total shares of the Company’s common stock
outstanding on the date immediately preceding the date of issuance.
The
foregoing description of the Note and the Warrant is a summary and does not purport to be complete, and is subject to, and qualified
in its entirety by, the full text of the form of Note and the form of Warrant, which are attached hereto as Exhibits 10.1 and
10.2, respectively.
Item
2.03.
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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.
|
NANOVIBRONIX,
INC.
|
|
|
|
Date:
June 26, 2020
|
By:
|
/s/
Brian Murphy
|
|
Name:
|
Brian
Murphy
|
|
Title:
|
Chief
Executive Officer
|
NanoVibronix (NASDAQ:NAOV)
Historical Stock Chart
From Jun 2024 to Jul 2024
NanoVibronix (NASDAQ:NAOV)
Historical Stock Chart
From Jul 2023 to Jul 2024