Current Report Filing (8-k)
September 15 2022 - 09:32AM
Edgar (US Regulatory)
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2022-09-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
September 13, 2022
NanoVibronix, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
|
001-36445 |
|
01-0801232 |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
525 Executive Blvd.,
Elmsford,
NY
10523
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(914)
233-3004
Not Applicable
(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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☐ |
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.001 per share |
|
NAOV |
|
Nasdaq Capital Market |
Item
5.08 Shareholder Director Nominations
To
the extent applicable, the information in Item 8.01 of this Form
8-K is incorporated by reference into this Item 5.08
Item
8.01 Other Events
On
September 2, 2022, NanoVibronix, Inc. (the “Company”) announced the
postponement of the Company’s 2022 annual meeting stockholders,
originally scheduled for September 14, 2022. On September 13, 2022,
the Board of Directors of the Company determined that the Company’s
2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be
held virtually by means of remote communication on December 15,
2022. Stockholders of record of the Company’s common stock at the
close of business on October 17, 2022 will be entitled to notice
of, and to vote at, the Annual Meeting.
Due
to the fact that the date of the Annual Meeting has been changed by
more than 30 days from the anniversary date of the 2021 Annual
Meeting of Stockholders, the Company is providing the due date for
submission of any qualified stockholder proposal or qualified
stockholder nominations. Stockholders of the Company who wish to
have a proposal considered for inclusion in the Company’s proxy
materials for the Annual Meeting pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 (the “Exchange Act”), must ensure
that such proposal is received by the Company’s Secretary at its
corporate office at 525 Executive Blvd., Elmsford, NY, 10523, on or
before the close of business on September 24, 2022, which the
Company has determined to be a reasonable time before it expects to
begin in print and send its proxy materials in accordance with Rule
14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such
proposal must also meet the requirements set forth in the rules and
regulations of the Securities and Exchange Commission in order to
be eligible for inclusion in the proxy materials for the Annual
Meeting.
In
addition, in accordance with the requirements contained in the
Company’s Bylaws, stockholders of the Company who wish to bring
business before the Annual Meeting outside of Rule 14a-8 of the
Exchange Act or to nominate a person for election as a director
must ensure that written notice of such proposal (including all
information specified in the Company’s Bylaws) is received by the
Company’s Secretary at the address specified above no later than
the close of business on September 24, 2022. Any such proposal must
meet the requirements set forth in the Company’s Bylaws in order to
be brought before the Annual Meeting.
On
September 14, 2022, the Company issued a press release announcing
the new date of the Annual Meeting and the record date. A copy of
such press release is attached hereto as exhibit 99.1 and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:
September 15, 2022 |
NANOVIBRONIX, Inc. |
|
|
|
|
| |
By: |
/s/
Stephen Brown |
| |
Name: |
Stephen
Brown |
| |
Title: |
Chief
Financial Officer |
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