Current Report Filing (8-k)
August 07 2020 - 2:16PM
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): August 5, 2020
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-36445
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01-0801232
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(Commission
File Number)
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(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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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 [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
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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
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As
previously disclosed, on September 14, 2018, NanoVibronix, Inc. (the “Company”) received a letter from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
it was no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital
Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million
(the “Equity Requirement”).
Following
a hearing on May 2, 2019, a Nasdaq Hearings Panel was appointed to review the Company’s compliance with the Equity Requirement,
and on August 5, 2020, the Staff issued a letter to the Company in which it indicated that, since the Company had failed to report
stockholders’ equity of at least $2.5 million in each of its last three periodic reports filed with the Securities and Exchange
Commission, its common shares would be subject to delisting on August 14, 2020, unless the Company requests an appeal of this
determination by 4:00 p.m. Eastern Time on August 12, 2020 (the “Hearing Request”).
The
Company intends to submit a Hearing Request. The Hearing Request will automatically stay any suspension or delisting action pending
a decision of a Nasdaq Hearings Panel. At the hearing, the Company will provide the Nasdaq Hearings Panel with an update on its
compliance plan and, if necessary, request a further extension of time in which to regain compliance. Pursuant to the Nasdaq Listing
Rules, the Nasdaq Hearings Panel has the discretion to grant an additional extension of time of up to 180 calendar days, as measured
from August 5, 2020.
If
the Company timely submits a Hearing Request, the August 5, 2020 notice from the Staff will have no immediate effect on the listing
of the Company’s common stock at this time. The Company’s common stock will continue to trade on the Nasdaq Capital
Market under the symbol “NAOV.”
Following
the submission of a Hearing Request, there can be no assurance that the Company’s plan will be accepted by the Nasdaq Hearings
Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements. If the
Company’s common stock is delisted, it could be more difficult to buy or sell the Company’s common stock or to obtain
accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also impair
the Company’s ability to raise capital.
Item
3.02
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Unregistered
Sale of Equity Securities.
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As
previously reported, on February 11, 2019, the Company entered into a consulting agreement (the “Agreement”) with
Bespoke Growth Partners, Inc. (“Bespoke”), pursuant to which, amongst other things, Bespoke was entitled to receive
up to 650,000 shares of common stock of the Company, of which 275,000 shares were issued on the date of signing. On August 5,
2020, the Company issued an additional 375,000 shares of common stock to Bespoke under the Agreement. Such issuance was undertaken
in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section
4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.
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:
August 7, 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
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