ELMSFORD, N.Y., Aug. 24, 2020 /PRNewswire/
-- NanoVibronix, Inc., (NASDAQ: NAOV), a medical
device company that produces the UroShield®, PainShield® and
WoundShield®, and WoundShield® Surface Acoustic Wave (SAW) Portable
Ultrasonic Therapeutic Devices, announced today that it has entered
into an underwriting agreement with H.C. Wainwright & Co., LLC
under which the underwriter has agreed to purchase on a firm
commitment basis 3,333,334 shares of common stock of the Company,
at a price to the public of $0.75 per
share, less underwriting discounts and commissions. The closing of
the offering is expected to occur on or about August 27, 2020, subject to satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the sole book-running
manager for the offering.
The Company also has granted to the underwriter a 30-day option
to purchase up to an additional 500,000 shares of common stock at
the public offering price, less underwriting discounts and
commissions. The gross proceeds to NanoVibronix, before deducting
underwriting discounts and commissions and offering expenses and
assuming no exercise of the underwriter's option to purchase
additional common stock, are expected to be approximately
$2.5 million. The Company intends to
use the net proceeds from this offering for working capital and
other general corporate purposes, including for the transition of
manufacturing of NanoVibronix's products from China to the United States.
The shares of common stock are being offered by the Company
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-239965) originally filed with the Securities and Exchange
Commission (the "SEC") on July 21,
2020, and declared effective by the SEC on August 11, 2020. The offering of the shares of
common stock is being made only by means of a prospectus, including
a prospectus supplement, forming a part of the effective
registration statement. A preliminary prospectus supplement and
accompanying prospectus relating to, and describing the terms of,
the offering will be filed with the SEC and will be available on
the SEC's website at http://www.sec.gov. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus may
also be obtained, when available, by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (646)
975-6996 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About NanoVibronix, Inc.
NanoVibronix, Inc. (NASDAQ: NAOV) is a medical device company
headquartered in Elmsford, New
York, with research and development in Nesher, Israel, focused on developing medical devices
utilizing its patented low intensity surface acoustic wave (SAW)
technology. The proprietary technology allows for the creation of
low-frequency ultrasound waves that can be utilized for a variety
of medical applications, including for disruption of biofilms and
bacterial colonization, as well as for pain relief. The devices can
be administered at home without the assistance of medical
professionals. The Company's primary products include PainShield®,
UroShield® and WoundShield®, all of which are portable devices
suitable for administration at home without assistance of medical
professionals. Additional information about NanoVibronix is
available at: www.nanovibronix.com.
Forward-looking Statements
This press release contains "forward-looking statements." Such
statements may be preceded by the words "intends," "may," "will,"
"plans," "expects," "anticipates," "projects," "predicts,"
"estimates," "aims," "believes," "hopes," "potential" or similar
words. Forward-looking statements are not guarantees of future
performance, are based on certain assumptions and are subject to
various known and unknown risks and uncertainties, many of which
are beyond the Company's control, and cannot be predicted or
quantified, and include, among others, statements regarding the
completion of the public offering, the satisfaction of customary
closing conditions related to the public offering and the intended
use of net proceeds from the public offering; consequently, actual
results may differ materially from those expressed or implied by
such forward-looking statements. Such risks and uncertainties
include, without limitation, risks and uncertainties associated
with: (i) the geographic, social and economic impact of COVID-19 on
the Company's ability to conduct its business and raise capital in
the future when needed, (ii) market acceptance of our existing and
new products or lengthy product delays in key markets; (iii)
negative or unreliable clinical trial results; (iv) inability to
secure regulatory approvals for the sale of our products; (v)
intense competition in the medical device industry from much
larger, multinational companies,; (vi) product liability claims;
(vii) product malfunctions; (viii) our limited manufacturing
capabilities and reliance on subcontractor assistance; (ix)
insufficient or inadequate reimbursements by governmental and/or
other third party payers for our products; (x) our ability to
successfully obtain and maintain intellectual property protection
covering our products; (xi) legislative or regulatory reform
impacting the healthcare system in the U.S. or in foreign
jurisdictions; (xii) our reliance on single suppliers for certain
product components, (xiii) the need to raise additional capital to
meet our future business requirements and obligations, given the
fact that such capital may not be available, or may be costly,
dilutive or difficult to obtain; (xiv) our conducting business in
foreign jurisdictions exposing us to additional challenges, such
as, e.g., foreign currency exchange rate fluctuations, logistical
and communications challenges, the burden and cost of compliance
with foreign laws, and political and/or economic instabilities in
specific jurisdictions; and (xv) market and other conditions. More
detailed information about the Company and the risk factors that
may affect the realization of forward looking statements is set
forth in the Company's filings with the Securities and Exchange
Commission (SEC), including the Company's Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q. Investors and security
holders are urged to read these documents free of charge on the
SEC's web site at: http://www.sec.gov. The Company assumes no
obligation to publicly update or revise its forward-looking
statements as a result of new information, future events, or
otherwise, except as required by law.
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SOURCE NanoVibronix, Inc.