NanoVibronix Announces Closing of $6.0 Million Private Placement Priced At-the-Market
December 07 2020 - 5:10PM
Business Wire
NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company
that produces the UroShield®, PainShield® and WoundShield® Surface
Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, today
announced the closing of its previously announced private placement
of 8,571,429 shares of common stock (or common stock equivalents)
at a purchase price of $0.70 per share that was priced
“at-the-market” under Nasdaq Rules and resulted in gross proceeds
of approximately $6.0 million before the deduction of placement
agent fees and expenses and estimated offering expenses payable by
the Company.
H.C. Wainwright & Co., LLC acted as the sole placement agent
for the offering.
The Company intends to use the net proceeds for general
corporate purposes.
The offer and sale of the foregoing securities were made in a
transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws.
Accordingly, the securities may not be reoffered or resold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
Under an agreement with the investors, the Company is required
to file an initial registration statement with the Securities and
Exchange Commission covering the resale of the shares of common
stock to be issued to the investors no later than December 12, 2020
and to use best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than March 2, 2021 in the event of a “full review” by the
Securities and Exchange Commission.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
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
intended use of net proceeds from the private placement;
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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version on businesswire.com: https://www.businesswire.com/news/home/20201207005954/en/
Investor Contacts:
NanoVibronix, Inc. bmurphy@nanovibronix.com (630) 338-5022
Or:
Brett Maas, Managing Principal, Hayden IR, LLC
brett@haydenir.com (646) 536-7331
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