Additional Proxy Soliciting Materials (definitive) (defa14a)
March 04 2021 - 11:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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NanoVibronix,
Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
Fee paid previously with preliminary materials:
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount
previously paid: _________________________________________
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(2)
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Form,
Schedule or Registration Statement No.: _________________________
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(3)
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Filing
Party: ___________________________________________________
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(4)
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Date
Filed: ____________________________________________________
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NanoVibronix,
Inc.
525
Executive Blvd
Elmsford,
NY 10523
(914)
233-3004
SUPPLEMENT
NO. 1 TO DEFINITIVE PROXY STATEMENT
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON MARCH 31, 2021
This
Supplement No. 1 updates NanoVibronix, Inc.’s (the “Company”) definitive proxy statement, dated March
3, 2021 (the “Proxy Statement”), previously made available to our stockholders in connection with the Special Meeting
of Stockholders of NanoVibronix, Inc. to be held at 10:00 a.m. Eastern time, on March 31, 2021, at www.virtualshareholdermeeting.com/NAOV2021SM
(the “Special Meeting”). The Company is providing this Supplement No. 1 solely to correct a typographical error
in the number of shares of common stock issued and outstanding as of the record date for the Special Meeting (the “Record
Date”) appearing on page 3 of the Proxy Statement under the heading “What is the record date and what does it mean?”
The corrected number of shares of common stock issued and outstanding as of the Record Date is provided below and replaces the
original number of shares of common stock issued and outstanding as of the Record Date in the Proxy Statement. Other than such
change, the Proxy Statement remains unchanged.
What
is the record date and what does it mean?
The
Record Date to determine the stockholders entitled to notice of and to vote at the Special Meeting is the close of business on
February 23, 2021. The Record Date is established by the Board as required by Delaware law. On the Record Date, 24,109,635 shares
of Common Stock were issued and outstanding. On the Record Date, 666,667 shares of Series C Preferred Stock were issued and outstanding
and the holder of the Series C Preferred Stock is entitled to 666,667 votes on the proposals described in this proxy statement.
On the Record Date, 875,000 shares of Series E Preferred Stock were issued and outstanding and the holder of the Series E Preferred
Stock is entitled to 495,751 votes on the proposals described in this proxy statement. See “What are the voting rights of
the stockholders?” below.
This
Supplement No. 1 should be read in conjunction with the Company’s Proxy Statement filed with the Securities and Exchange
Commission on March 3, 2021. To the extent that information in this Supplement No. 1 differs from or updates information contained
in the Proxy Statement, the information in this Supplement No. 1 controls.
The
date of this Supplement to the Proxy Statement is March 4, 2021.
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