Current Report Filing (8-k)
April 27 2021 - 4:32PM
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): April 21, 2021
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36445
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01-0801232
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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525
Executive Blvd
Elmsford,
New York
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10523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (914) 233-3004
(Former
name or former address, if changed since last
report)
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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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
communications 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
communications 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
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. [ ]
Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
April 21, 2021, NanoVibronix, Inc. (the “Company”) received notice from the Listing Qualifications Department (the
“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfied the
minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing
Rule 5550(b)(1) (the “Equity Requirement”). The Company reported stockholders’ equity of approximately $2.4
million in its Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2020 and does not otherwise satisfy
the alternative criteria pertaining to market value of listed securities or net income.
In
accordance with the Nasdaq Listing Rules, the Company has been granted a period of 45 calendar days, or through June 7, 2021,
to submit its plan to evidence compliance with the Equity Requirement for the Staff’s review. If the Company’s plan
is accepted, the Staff may grant the Company an extension of up to 180 calendar days from the date of the notification letter,
or October 18, 2021, to evidence compliance with the Equity Requirement.
While
the Company is evaluating various courses of action in its effort to regain compliance with the Equity Requirement and plans to
timely submit a compliance plan to the Staff for its review, there can be no assurance that the Company’s plan will be accepted
by the Staff or, if accepted, that the Company will be able to timely satisfy the terms of the extension granted by the Staff.
If the Company’s plan is not accepted by the Staff or if accepted but the Company does not timely regain compliance, the
Company’s common stock would be subject to delisting. In such event, the Company would be entitled to request a hearing
before a Nasdaq Hearings Panel, which request would stay any delisting action by Nasdaq at least until the ultimate conclusion
of the hearing process.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, 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:
April 27, 2021
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By:
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/s/
Brian Murphy
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Name:
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Brian
Murphy
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Title:
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Chief Executive
Officer
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