Current Report Filing (8-k)
November 04 2021 - 6:08AM
Edgar (US Regulatory)
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0001326706
2021-10-29
2021-10-29
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iso4217:USD
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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): October 29, 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)
|
|
|
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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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
|
|
Nasdaq
Capital Market
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year..
On
October 29, 2021, the board of directors of NanoVibronix, Inc. (the “Company”) approved an amendment to the amended and restated
bylaws (the “Amendment”), which will be as of October 29, 2021. The Amendment amends and restates Article I, Section 1.4
of the Company’s existing amended and restated bylaws in its entirety to lower the number of holders of the shares entitled to
vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third. Specifically, the restated
Section 1.4 states that “At any meeting of the stockholders, the holders of one-third of the voting power of all of the shares
of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required,
one-third of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute
a quorum entitled to take action with respect to that vote on that matter.” The previous Section 1.4 stated, in its relevant section,
that “At any meeting of the stockholders, the holders of a majority of the voting power of all of the shares of the stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that
the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority
of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter.”
The
foregoing description of the Amendment is qualified by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
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:
November 3, 2021
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By:
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/s/
Stephen Brown
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Name:
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Stephen
Brown
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Title:
|
Chief
Financial Officer
|
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