Small Company Offering and Sale of Securities Without Registration (d)
December 11 2020 - 11:11AM
Edgar (US Regulatory)
o
NoneEntity Type | 0001326706 | Nano Vibronix, Inc. Nano Vibronix Inc |
x
Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
NanoVibronix, Inc. |
| Jurisdiction of Incorporation/Organization |
| DELAWARE |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| NanoVibronix, Inc. | |
| Street Address 1 | Street Address 2 |
| 525 EXECUTIVE BLVD. | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| ELMSFORD | NEW YORK | 10523 | 914-233-3004 |
| Last Name | First Name | Middle Name |
| Murphy | Brian | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Executive Officer and Director |
| Last Name | First Name | Middle Name |
| Brown | Stephen | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Financial Officer |
| Last Name | First Name | Middle Name |
| Jacob | Harold | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Medical Officer and Director |
| Last Name | First Name | Middle Name |
| Fashek | Christopher | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chairman of the Board of Directors |
| Last Name | First Name | Middle Name |
| Goldstein | Martin | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Ferguson | Michael | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Mika | Thomas | |
| Street Address 1 | Street Address 2 |
| 525 Executive Blvd. | |
| City | State/Province/Country | ZIP/Postal Code |
| Elmsford | NEW YORK | 10523 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
x
| Biotechnology |
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| Restaurants |
| |
o
| Commercial Banking | |
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| Health Insurance | | Technology |
| |
o
| Insurance | |
o
| Hospitals & Physicians | |
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| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
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| Telecommunications |
| |
o
| Investment Banking | |
o
| Other Health Care | |
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| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
o
| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
o
| Other Travel |
| |
o
| REITS & Finance |
o
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
o
| No Aggregate Net Asset Value |
|
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| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
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| $1,000,001 - $5,000,000 |
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| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2020-12-02 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
o
| Other (describe) |
| | |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| H.C. Wainwright & Co., LLC | 375 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 430 PARK AVENUE | |
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10022 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
CALIFORNIA
ILLINOIS
KENTUCKY
NEW YORK
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 6562500 USD |
o
Indefinite |
| Total Amount Sold | $ 6562500 USD | |
| Total Remaining to be Sold | $ 0 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| Represents (i) shares of common stock and pre-funded warrants to purchase up to 8,571,429 shares of common stock, and (ii) placement agent warrants to purchase up to 642,857 shares of common stock at an exercise price of $0.875 per share. |
|
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| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 13 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 595000 USD |
o
| Estimate |
| Finders' Fees | $ 0 USD |
o
| Estimate |
| |
| Clarification of Response (if Necessary) |
| Consists of (i) a $450,000.02 cash fee, (ii) a $60,000 management fee, and (iii) a reimbursement of $85,000 for non-accountable expenses. Placement agent also received warrants to purchase an aggregate of 642,857 common shares. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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