Item
5.07. Submission of Matters to a Vote of Security Holders.
Following
adjournments on March 31, 2021, April 14, 2021 and April 27, 2021, a special meeting (the “Special Meeting”) of the
stockholders of NanoVibronix, Inc. (the “Company”) was reconvened on May 6, 2021. As of the close of business on February
23, 2021, the record date for the Special Meeting, there were (i) 24,109,635 shares of common stock, par value $0.001 per share
(“Common Stock”) outstanding and entitled to vote, (ii) 666,667 shares of Series C Convertible Preferred Stock, par
value $0.001 per share (“Series C Preferred Stock”) outstanding and entitled to vote, and (iii) 875,000 shares of
Series E Convertible Preferred Stock, par value of $0.001 per share (“Series E Preferred Stock”) outstanding and entitled
to 495,751 votes on the proposals described below. The matters described below were submitted to a vote of the Company’s
stockholders at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed
with the U.S. Securities and Exchange Commission on March 3, 2021 (the “Proxy Statement”).
Proposal
1. A proposal to ratify, pursuant to Section 204 of the Delaware General Corporation Law and Delaware common law, an increase
in the number of authorized shares of the Company’s Common Stock from 20,000,000 to 24,109,635 shares, effective December
4, 2020, and to further ratify the issuance of such shares of Common Stock upon the conversion and exercise of the Company’s
securities as described in the Proxy Statement (“Proposal 1”). The shares of Common Stock, Series C Preferred Stock
and Series E Preferred Stock (collectively, the “Capital Stock”) voted together as a single class and the Common Stock
voted as a separate class.
The
Company’s stockholders approved Proposal 1, with the following voting results:
Capital Stock
For
|
|
|
Capital Stock
Against
|
|
|
Capital Stock
Abstentions
|
|
|
Capital Stock
Broker Non-Votes
|
|
|
13,289,420
|
|
|
|
1,201,004
|
|
|
|
54,574
|
|
|
|
0
|
|
Common Stock
For
|
|
|
Common Stock
Against
|
|
|
Common Stock
Abstentions
|
|
|
Common Stock
Broker Non-Votes
|
|
|
12,127,002
|
|
|
|
1,201,004
|
|
|
|
54,574
|
|
|
|
0
|
|
Proposal
2. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the
number of shares of the Company’s Common Stock authorized for issuance from 20,000,000 (or 24,109,635 shares if Proposal
1 is approved) to 45,000,000 shares (“Proposal 2”). The Capital Stock voted together as a single class and the Common
Stock voted as a separate class.
The
Company’s stockholders did not approve Proposal 2, with the following voting results:
Capital Stock
For
|
|
|
Capital Stock
Against
|
|
|
Capital Stock
Abstentions
|
|
|
Capital Stock
Broker Non-Votes
|
|
|
12,780,650
|
|
|
|
1,474,468
|
|
|
|
289,880
|
|
|
|
0
|
|
Common Stock
For
|
|
|
Common Stock
Against
|
|
|
Common Stock
Abstentions
|
|
|
Common Stock
Broker Non-Votes
|
|
|
11,618,232
|
|
|
|
1,474,468
|
|
|
|
289,880
|
|
|
|
0
|
|
Proposal
3. A proposal to approve an adjournment of the Special Meeting if necessary, to solicit additional proxies if there are not sufficient
votes in favor of Proposal 1 and Proposal 2 (“Proposal 3”). The Capital Stock voted as a single class.
The
Company’s stockholders approved Proposal 3, with the following voting results:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
13,244,283
|
|
|
|
1,160,907
|
|
|
|
139,808
|
|
|
|
0
|
|