Current Report Filing (8-k)
January 22 2021 - 6:08AM
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): January 21, 2021
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
January 21, 2021, NanoVibronix, Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”)
with certain existing accredited investors to exercise certain outstanding warrants (the “Existing Warrants”) to purchase
up to an aggregate of 1,205,967 shares of the Company’s common stock at an exercise price per share of $1.165 (the “Exercise”).
Certain of the Existing Warrants (the “Registered Existing Warrants”) and the shares of common stock underlying the
Registered Existing Warrants have been registered pursuant to a registration statement on Form S-3 (File No. 333-251264) and a
registration statement on Form S-1 (File No. 333-218871). In consideration for the exercise of the Existing Warrants for cash,
the exercising holders will receive new unregistered warrants to purchase up to an aggregate of 1,205,967 shares of common stock
(the “New Warrants”) at an exercise price of $1.04 per share and with an exercise period of seven years from the initial
closing date.
The
gross proceeds to the Company from the Exercise are expected to be approximately $1.4 million. The Company currently intends
to use the net proceeds from the Exercise for working capital and general corporate purposes. The closing of the Exercise is
expected to take place on or about January 22, 2021. The foregoing descriptions of the Letter Agreements and the New Warrants
are not complete and are qualified in their entirety by reference to the full text of the form of Letter Agreement and the
form of the New Warrant, copies of which are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.
Item
3.02. Unregistered Sales of Equity Securities.
The
information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above will be issued
in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder and, along with the shares of common stock issuable upon the exercise thereof, have
not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from such registration requirements.
This
report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities
in any state or 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 jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
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:
January 22, 2021
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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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