Current Report Filing (8-k)

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): August 17, 2021

NanoVibronix, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36445

01-0801232

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

525 Executive Blvd

Elmsford, New York

10523

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (914) 233-3004

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NAOV		Nasdaq Capital Market

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 5.07. Submission of Matters to a Vote of Security Holders.

On August 17, 2021, NanoVibronix, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on June 25, 2021, the record date for the Annual Meeting, there were (i) 24,109,634 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,” together with the Common Stock and Series C Preferred Stock, the “Capital 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 Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 2, 2021 (the “Proxy Statement”).

Proposal 1. A proposal to elect six directors to serve on the Company’s board of directors for a term of one year or until their respective successors are elected and qualified, for which the following are nominees. The nominees, Brian Murphy, Christopher Fashek, Martin Goldstein, Harold Jacob, M.D., Michael Ferguson and Thomas R. Mika were elected to serve as directors. The results of the voting were as follows:

Nominees	Votes For		Withheld		Broker Non-Votes
Brian Murphy		9,020,857		87,810		6,304,479
Christopher Fashek		8,927,265		181,402		6,306,479
Martin Goldstein, M.D.		8,998,413		110,254		6,306,479
Harold Jacob, M.D.		8,999,229		109,438		6,306,479
Michael Ferguson		8,896,778		211,889		6,306,479
Thomas R. Mika		8,883,030		225,637		6,306,479

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 24,109,635 shares to 40,000,000 shares (“Proposal 2”). The Capital Stock voted together as a single class and the Common Stock voted as a separate class. The results of the voting were as follows:

Capital Stock For				Capital Stock Against				Capital Stock Abstentions				Capital Stock Broker Non-Votes
	14,051,582				1,258,092				105,472				0

Common Stock For				Common Stock Against				Common Stock Abstentions				Common Stock Broker Non-Votes
	12,889,164				1,258,092				105,472				0

Proposal 3. A proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting were as follows:

For				Against				Abstentions				Broker Non-Votes
	15,307,738				34,591				72,817				0

Proposal 4. Approval, on an advisory basis, of the compensation paid to our named executive officers. The results of the voting were as follows:

For				Against				Abstentions				Broker Non-Votes
	8,727,630				272,899				108,408				6,306,479

Proposal 5. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation paid to our named executive officers. The results of the voting were as follows:

1 year				2 year				3 year				Abstentions				Broker Non-Votes
	1,671,697				341,941				6,974,529				120,500				6,306,479

Proposal 6. A proposal to approve an adjournment of the Annual Meeting if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2. The results of the voting were as follows:

For				Against				Abstentions				Broker Non-Votes
	14,363,829				703,176				348,141				0

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 7.01. Regulation FD Disclosure.

On August 17, 2021, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit Number		Description

99.1		NanoVibronix, Inc, Press Release dated August 17, 2021

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.