NAOV NanoVibronix Inc

On November 29, 2022, NanoVibronix, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a registered direct offering (the “Offering”) 4,800,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at an offering price of $0.50 per share of Common Stock. The Offering is expected to close on or about December 1, 2022, subject to satisfaction of customary closing conditions.

The Company expects to receive net proceeds from the sale of the Shares, after deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $2.1 million. The Company intends to use the net proceeds for general working capital purposes.

On October 6, 2022, the Company entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (the “Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offering. The Company will pay Wainwright an aggregate cash fee equal to 7.5% of the gross proceeds of the Offering, a management fee equal to 1.0% of the gross proceeds of the Offering, a non-accountable expense allowance of $50,000 and $15,950 for clearing fees. Additionally, the Company has agreed to issue to Wainwright or its designees as compensation, warrants to purchase up to 360,000 shares of Common Stock, equal to 7.5% of the aggregate number of Shares placed in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of five (5) years from the commencement of sales under the Offering and an exercise price of $0.625 per share of Common Stock (equal to 125% of the offering price per share of Common Stock).

Neither of the Placement Agent Warrants nor the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants (the “Placement Agent Warrant Shares”) are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Placement Agent Warrants and the Placement Agent Warrant Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act.

The sale of the Shares will be made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-239965), including a prospectus contained therein dated August 11, 2020, as supplemented by a prospectus supplement, dated November 29, 2022, relating to the Offering.

The Purchase Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by the Company against certain liabilities of the Purchasers.

A copy of the opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto. The foregoing descriptions of the terms and conditions of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement and the form of the Placement Agent Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and which are incorporated herein by reference.