NAOV NanoVibronix Inc

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

As of the close of business on October 17, 2022, the record date for the Annual Meeting, there were (i) 27,997,793 shares of common stock, par value $0.001 per share (“Common Stock”) outstanding and entitled to vote, and (ii) 27,997.793 shares of Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), outstanding, and, pursuant to the terms of the Series F Preferred Stock as set forth in the certificate of designation for the Series F Preferred Stock, each holder of Series F Preferred stock is entitled to 1,000,000 votes per whole share of Series F Preferred Stock and is entitled to vote such shares of Series F Preferred Stock (including any fraction thereof) on the Reverse Stock Split Proposal (as defined below) and the Adjournment Proposal (as defined below). The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting, with the Company’s Common Stock and Series F Preferred Stock voting together as a single class on Proposal 3 and Proposal 7. Each proposal is described in detail in the Company’s Proxy Statement.

Proposal 1. A proposal to elect eight nominees 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, for which the following are nominees: Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D., Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder. All nominees were elected to serve as directors. The results of the voting were as follows:

Proposal 2. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “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. The Company’s stockholders did not approve Proposal 2. The results of the voting were as follows:

Proposal 3. A proposal to approve an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Company’s 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, 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 (the “Reverse Stock Split Proposal”). The Company’s stockholders approved Proposal 3. The results of the voting were as follows:

Proposal 4. 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. The Company’s stockholders did not approve Proposal 4. The results of the voting were as follows:

Proposal 5. A proposal to approve an amendment to 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. The Company’s stockholders approved Proposal 5. The results of the voting were as follows:

Proposal 6. A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The Company’s stockholders approved Proposal 6. The results of the voting were as follows:

Proposal 7. A proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposals 1-5 (the “Adjournment Proposal”). The Company’s stockholders approved Proposal 7. The results of the voting were as follows:

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