NAOV NanoVibronix Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):	[  ] Form 10-K [  ] Form 20-F [  ] Form 11-K [X] Form 10-Q [  ] Form 10D [  ] Form N-CEN
	[  ] Form N-CSR
	For Period Ended: March 31, 2021

 

[  ] Transition Report on Form 10-K

[  ] Transition Report on Form 20-F

[  ] Transition Report on Form 11-K

[  ] Transition Report on Form 10-Q

For the Transition Period Ended: ____________________________________________________

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I – REGISTRANT INFORMATION

 

NanoVibronix, Inc.

Full Name of Registrant

 

 

Former Name if Applicable

 

525 Executive Blvd.

Address of Principal Executive Office (Street and Number)

 

Elmsford, New York 10523

City, State and Zip Code

 

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X]	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

NanoVibronix, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) within the time period due to the observance of an intervening religious holiday during which management will be unavailable to finalize the financial information contained in the Form 10-Q.

 

The Company expects to file the Form 10-Q within the extension period of 5 calendar days, as provided under Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended.

 

PART IV – OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

Brian Murphy		(914)		233-3004
(Name)		(Area Code)		(Telephone Number)

 

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes [X] No [  ]
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes [X] No [  ]

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company does expect to report significant changes in the results of its operations between the first quarter of 2021 and the first quarter of 2020. The Company expects to have a loss before taxes on income of ($4,896,000) for the first quarter of 2021 as compared to a loss before taxes on income of ($912,000) for the prior year period. The increased loss is primarily due to increased general and administrative expenses, a non-cash expense due to a change in the fair value of derivative liabilities and a non-cash warrant modification expense incurred in the first quarter of 2021. The net loss is correspondingly expected to increase to ($4,917,000) for the first quarter of 2021 as compared to ($921,000) for the prior year period. 

 

 

NanoVibronix, Inc.

(Name of registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	May 17, 2021		By:	/s/ Brian Murphy
			Name:	Brian Murphy
			Title:	Chief Executive Officer

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).