Item
1.01 Entry into a Material Definitive Agreement.
On
December 2, 2020, NanoVibronix, Inc. a Delaware corporation (the “Company”), entered into a Securities
Purchase Agreement, dated December 2, 2020 (the “Securities Purchase Agreement”), with certain institutional
and accredited investors (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers
in a private placement (the “Private Placement”) an aggregate of (i) 5,914,285 shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (“Common Stock”), at an offering price
of $0.70 per share and (ii) pre-funded warrants to purchase up to 2,657,144 shares of Common Stock (the “Pre-funded
Warrants”), at a purchase price of $0.699 per Pre-funded Warrant, for gross proceeds of approximately $6.0 million.
The
Pre-funded Warrants have an exercise price of $0.001 per share. The Pre-funded Warrants are immediately exercisable and may be
exercised at any time after their original issuance until such Pre-funded Warrants are exercised in full. A holder of a Pre-funded
Warrant may not exercise any portion of such holder’s Pre-funded Warrants to the extent that the holder, together with its
affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding
shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the
Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise.
The
net proceeds to the Company from the Private Placement are expected to be approximately $5.4 million, after deducting placement
agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from
the Private Placement for general corporate purposes. The Private Placement closed on December 7, 2020.
In
connection with the Private Placement, the Company entered into a registration rights agreement, dated December 2, 2020 (the “Registration
Rights Agreement”), with the Purchasers, pursuant to which, among other things, the Company will prepare and file
with the Securities and Exchange Commission a registration statement on Form S-3 to register for resale the Shares and the shares
of Common Stock issuable upon the exercise of the Pre-funded Warrants by December 12, 2020.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the Private Placement.
The Company paid Wainwright a cash fee equal to 7.5% of the gross proceeds of the Private Placement and a management fee equal
to 1.0% of the gross proceeds of the Private Placement, and paid Wainwright a non-accountable expense allowance of $85,000. Additionally,
the Company issued to Wainwright, or its designees, warrants to purchase up to 642,857 shares of Common Stock, equal to 7.5% of
the aggregate number of shares of Common Stock and shares of Common Stock issuable upon the exercise of the Pre-funded Warrants
placed in the Private Placement (the “Wainwright Warrants”). The Wainwright Warrants are exercisable
immediately, have a term of five years from the date of the Securities Purchase Agreement and an exercise price of $0.875 per
share (equal to 125% of the offering price per Share).
The
Securities Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and covenants
by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase
Agreement and the Registration Rights Agreement were made only for purposes of such agreements and as of specific dates, were
solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The
Shares, the Pre-funded Warrants, the Wainwright Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-funded
Warrants and the Wainwright Warrants have not been registered under the Securities Act of 1933, as amended, and were offered pursuant
to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated
thereunder.
The
foregoing description of the material terms of the Securities Purchase Agreement, Pre-funded Warrants, Registration Rights Agreement,
and the Wainwright Warrants is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase
Agreement, Pre-funded Warrants, Registration Rights Agreement, and Wainwright Warrants, copies of which are filed as Exhibits
10.1, 4.1, 10.2, and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.