NanoVibronix Announces Results of Annual Meeting of Stockholders Held Today
December 15 2022 - 4:05PM
Business Wire
NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical
device company utilizing the Company’s proprietary and patented low
intensity surface acoustic wave (SAW) technology, announced that
the Company’s 2022 annual meeting of stockholders (the “Annual
Meeting”) was held today virtually and broadcast live at
www.virtualshareholdermeeting.com/NAOV2022.
The following resolutions submitted for stockholder approval
were adopted:
- Election of the eight director nominees (Aurora Cassirer,
Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D.,
Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder)
to serve on the Company’s board of directors (the “Board”), for a
term of one year or until their respective successors are elected
and qualified.
- Approval of an amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended (the “Certificate of
Incorporation”) to effect, at the discretion of the Board but prior
to the six-month anniversary of the date on which the reverse stock
split is approved by the Company’s stockholders at the Annual
Meeting, a reverse stock split of all of the outstanding shares of
the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a ratio in the range of 1-for-2 to 1-for-50, with such
ratio to be determined by the Board in its discretion and included
in a public announcement.
- Approval of an amendment to the NanoVibronix, Inc. 2014
Long-Term Incentive Plan, as amended, (the “2014 Plan”), to
increase the aggregate number of shares of common stock of the
Company reserved for issuance under the 2014 Plan by 1,518,000
shares to a total of 4,864,286 shares.
- Ratification of the appointment of Marcum LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2022.
- 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 Proposals 1-5.
The following resolutions submitted for stockholder approval did
not pass:
- A proposal to approve an amendment to the Company’s Certificate
of Incorporation to classify the structure of the Board to be
designated Class I, Class II, and Class III with directors in each
class to be elected for three-year terms.
- A proposal to approve an amendment to the Company’s Certificate
of Incorporation to increase the number of authorized shares of
common stock of the Company from 40,000,000 to 45,000,000
shares.
About NanoVibronix, Inc.
NanoVibronix, Inc. (NASDAQ: NAOV) is a medical device company
headquartered in Elmsford, New York, with research and development
in Nesher, Israel, focused on developing medical devices utilizing
its patented low intensity surface acoustic wave (SAW) technology.
The proprietary technology allows for the creation of low-frequency
ultrasound waves that can be utilized for a variety of medical
applications, including for disruption of biofilms and bacterial
colonization, as well as for pain relief. The devices can be
administered at home without the assistance of medical
professionals. The Company’s primary products include PainShield®
and UroShield®, which are portable devices suitable for
administration at home without assistance of medical professionals.
Additional information about NanoVibronix is available at:
www.nanovibronix.com.
Forward-Looking Statements
This press release contains “forward-looking statements.” Such
statements may be preceded by the words “intends,” “may,” “will,”
“plans,” “expects,” “anticipates,” “projects,” “predicts,”
“estimates,” “aims,” “believes,” “hopes,” “potential” or similar
words. Forward-looking statements are not guarantees of future
performance, are based on certain assumptions and are subject to
various known and unknown risks and uncertainties, many of which
are beyond the Company’s control, and cannot be predicted or
quantified; consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Such
risks and uncertainties include, without limitation, risks and
uncertainties associated with: (i) market acceptance of our
existing and new products or lengthy product delays in key markets;
(ii) negative or unreliable clinical trial results; (iii) inability
to secure regulatory approvals for the sale of our products; (iv)
intense competition in the medical device industry from much
larger, multinational companies; (v) product liability claims; (vi)
product malfunctions; (vii) our limited manufacturing capabilities
and reliance on subcontractor assistance; (viii) insufficient or
inadequate reimbursements by governmental and/or other third party
payers for our products; (ix) our ability to successfully obtain
and maintain intellectual property protection covering our
products; (x) legislative or regulatory reform impacting the
healthcare system in the U.S. or in foreign jurisdictions; (xi) our
reliance on single suppliers for certain product components, (xii)
the need to raise additional capital to meet our future business
requirements and obligations, given the fact that such capital may
not be available, or may be costly, dilutive or difficult to
obtain; (xiii) our conducting business in foreign jurisdictions
exposing us to additional challenges, such as foreign currency
exchange rate fluctuations, logistical and communications
challenges, the burden and cost of compliance with foreign laws,
and political and/or economic instabilities in specific
jurisdictions; and (xiv) market and other conditions. More detailed
information about the Company and the risk factors that may affect
the realization of forward-looking statements is set forth in the
Company’s filings with the Securities and Exchange Commission
(SEC), including the Company’s Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q. Investors and security holders are
urged to read these documents free of charge on the SEC’s web site
at: http://www.sec.gov. The Company assumes no obligation to
publicly update or revise its forward-looking statements as a
result of new information, future events, or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221215006042/en/
Investor Relations Contact: Brett Maas, Managing
Principal, Hayden IR, LLC brett@haydenir.com (646) 536-7331
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