Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
June 29 2020 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one):
|
[ ]
Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
|
|
[ ]
Form N-CSR
|
|
For
Period Ended: March 31, 2020
|
[ ]
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.
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)
|
(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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[X]
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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, Form 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 or 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.
|
PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
On May 15, 2020, NanoVibronix, Inc.
(the “Company,” “we,” or “our”) filed a Current Report on Form 8-K, disclosing our reliance
on the Securities and Exchange Commission’s Order (the “Order”) under Section 36 of the Securities Exchange Act
of 1934 Modifying Exemptions From Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release
No. 34-88465) to delay the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Report”)
due to circumstances related to coronavirus, or COVID-19.
The Company’s principal operating
facility is located in Israel and most of its employees are residents of Israel. Israel has been impacted by the COVID-19 outbreak,
resulting in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines,
shelter in place orders, and shutdowns. Because of the Israeli government-mandated quarantine, the Company’s office staff
members have been and are working remotely, and management has had to devote significant time and attention to assess the impact
of COVID-19 and related events on the Company’s operations and financial position and to develop operational and financial
plans to address those matters, leading to a significant delay in the Company’s ability to complete tasks necessary to file
the Report. In particular, our staff members have been forced to operate remotely from their homes resulting in delays in obtaining
certain financial records. We also rely on third-party professionals to provide services such as the preparation of our financial
statements and to conduct reviews, and many of these parties have been affected by government-imposed precautionary measures,
thereby delaying our receipt of these services. As such, the Company’s staff will need additional time to conduct their
review of the Report, which has delayed the Company’s ability to file the Report by the extended deadline of June 29, 2020.
The Company expects to file the Report within the extension period of 5 calendar days, as provided under Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.
PART
IV – OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this notification
|
Brian
Murphy
|
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(914)
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233-3004
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(Name)
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|
(Area Code)
|
|
(Telephone Number)
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(2)
|
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?
|
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Yes [ ]
No [X]
|
|
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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 the results cannot be made.
NanoVibronix,
Inc.
(Name
of registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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June 29, 2020
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By:
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/s/
Brian Murphy
|
|
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Name:
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Brian
Murphy
|
|
|
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Title:
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Chief
Executive Officer
|
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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