Current Report Filing (8-k)
December 14 2020 - 12:00PM
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): December 10, 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
1.01 Entry into a Material Definitive Agreement.
On
December 10, 2020, NanoVibronix, Inc. a Delaware corporation (the “Company”), entered into an Amended
and Restated Distribution Agreement for “Private Labeled” Products (the “Agreement”), with
Ultra Pain Products Inc. ( “Purchaser”), which amends and restates that certain Distribution Agreement,
dated June 19, 2020, previously executed by the parties, pursuant to which the Company granted Purchaser certain exclusive rights
to sell and distribute the Company’s proprietary PainShield devices and related products (the “Products”)
in the United States.
Pursuant
to the Agreement, the Company agreed to further grant to Purchaser the exclusive right to sell such PainShield devices that are
substantially the same as the Products and have been manufactured and “privately labeled” for Purchaser in accordance
with Purchaser’s approved specifications, for resale by Purchaser under its labels, brands, or trademarks (the “Private
Labeled Products”) in the United States, subject to certain limitations as set forth in the Agreement. In addition,
the Company agreed to grant Purchaser the exclusive right to sell Products and the Private Labeled Products to certain protected
customers and end users for 12 months following the date of Purchaser’s or a durable medical equipment distributor’s
first sale to such customers. The Company also agreed to not produce or manufacture, or authorize, request, or permit any third-party
to produce or manufacture the Private Labeled Products. In consideration for such exclusive rights granted under the Agreement,
Purchaser paid an up-front licensing fee and agreed to satisfy certain minimum quarterly and yearly order requirements and payments
as set forth in the Agreement, effectively increasing what was an initial revenue target of $1.1 million over two years to
$7.8 million over three years.
Under
the terms of the Agreement, the Company retains the exclusive right to modify the Products and the Private Labeled Products as
long as such modification is reasonable and does not materially alter the specifications for the Private Labeled Products. The
Company will have the exclusive right to modify the prices for any Private Labeled Products as agreed upon by the parties in the
Agreement and subject to certain limitations.
The
Agreement has an initial term expiring at the end of 2023 and automatically renew for one additional year or for one or more renewal
terms if Purchaser has met the minimum purchase requirements, unless either the Company or Purchaser provide a written notice
to not renew the Agreement at least 30 days prior to the end of the initial term or any subsequent renewal term then in effect.
Either the Company or Purchaser may terminate the Agreement upon providing a written notice no less than 90 days before the date
of termination. If Purchaser fails to meet (i) the minimum quarterly order requirement for any two successive calendar quarters
or (ii) the minimum yearly order requirement for one calendar year, the Company has the right to unilaterally terminate the Agreement.
Item
8.01 Other Events.
On
December 11, 2020, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
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:
December 14, 2020
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By:
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/s/
Stephen Brown
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Name:
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Stephen
Brown
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Title:
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Chief
Financial Officer
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