NanoVibronix Announces Reverse Stock Split
February 08 2023 - 12:00PM
Business Wire
Common Stock Will Begin Trading on
Split-Adjusted Basis on February 9, 2023
NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical
device company utilizing the Company's proprietary and patented low
intensity surface acoustic wave (SAW) technology, today announced
that it intends to effect a reverse stock split of its common stock
at a ratio of 1 post-split share for every 20 pre-split shares. The
reverse stock split will become effective at 4:05 p.m. on
Wednesday, February 8, 2023. The Company’s common stock will
continue to be traded on the Nasdaq Capital Market under the symbol
NAOV and will begin trading on a split-adjusted basis when the
market opens on Thursday, February 9, 2023. The new CUSIP number
for the common stock following the reverse stock split is
63008J603.
At an annual meeting of stockholders held on December 15, 2022,
the Company’s stockholders granted the Company’s Board of Directors
the discretion to effect a reverse stock split of the Company’s
common stock through an amendment to its Amended and Restated
Certificate of Incorporation at a ratio of not less than 1-for-2
and not more than 1-for-50, with such ratio to be determined by the
Company’s Board of Directors.
At the effective time of the reverse stock split, every 20
shares of the Company’s issued and outstanding common stock will be
converted automatically into one issued and outstanding share of
common stock without any change in the par value per share.
Stockholders holding shares through a brokerage account will have
their shares automatically adjusted to reflect the 1-for-20 reverse
stock split. It is not necessary for stockholders holding shares of
the Company’s common stock in certificated form to exchange their
existing stock certificates for new stock certificates of the
Company in connection with the reverse stock split, although
stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. Any
fractional share of a stockholder resulting from the reverse stock
split will be rounded up to the nearest whole number of shares. The
reverse stock split will reduce the number of shares of the
Company’s common stock outstanding from 32,894,359 shares to
approximately 1,644,718 shares. Proportional adjustments will be
made to the number of shares of the Company’s common stock issuable
upon exercise or conversion of the Company’s equity awards,
warrants and other convertible securities, as well as the
applicable exercise or conversion price thereof. Stockholders with
shares in brokerage accounts should direct any questions concerning
the reverse stock split to their broker; all other stockholders may
direct questions to the Company’s transfer agent, VStock Transfer,
LLC, at (212) 828-8436.
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®,
UroShield® and WoundShield®, all of 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) the effect that the reverse
stock split may have on the price of the Company’s common stock;
(ii) the Company’s ability to maintain its listing on the Nasdaq
Capital Market; (iii) market acceptance of our existing and new
products or lengthy product delays in key markets; (iv) negative or
unreliable clinical trial results; (v) inability to secure
regulatory approvals for the sale of our products; (vi) intense
competition in the medical device industry from much larger,
multinational companies; (vii) product liability claims; (viii)
product malfunctions; (ix) our limited manufacturing capabilities
and reliance on subcontractor assistance; (x) insufficient or
inadequate reimbursements by governmental and/or other third party
payers for our products; (xi) our ability to successfully obtain
and maintain intellectual property protection covering our
products; (xii) legislative or regulatory reform impacting the
healthcare system in the U.S. or in foreign jurisdictions; (xiii)
our reliance on single suppliers for certain product components;
(xiv) 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; (xv) our conducting business in foreign
jurisdictions exposing us to additional challenges, such as, e.g.,
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 (xvi) 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/20230208005619/en/
Investor Contacts: Brett Maas, Managing Principal, Hayden
IR, LLC brett@haydenir.com (646) 536-733
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