Current Report Filing (8-k)
May 25 2023 - 4:35PM
Edgar (US Regulatory)
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2023-05-23
2023-05-23
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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): May 23, 2023
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) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 23, 2023, NanoVibronix, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the NASDAQ
Stock Market (“NASDAQ”) indicating that the Company no longer complies with the minimum stockholders’ equity requirement
under NASDAQ Listing Rule 5550(b)(1) for continued listing on The NASDAQ Capital Market because the Company’s stockholders’
equity of approximately $2.2 million as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31,
2023, is below the required minimum of $2.5 million, and as of May 22, 2023, the Company does not meet the alternative compliance standards
relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently completed fiscal years.
In accordance with NASDAQ Listing Rules,
the Company has 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance. If the Company’s plan is accepted,
NASDAQ may grant the Company an extension of up to 180 calendar days from the date of the notification letter to evidence compliance.
The Company intends to promptly evaluate various courses of action to regain compliance and to timely submit a plan to NASDAQ
to regain compliance with the NASDAQ minimum stockholders’ equity standard. However, there can be no assurance that the Company’s
plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance
with the minimum stockholders’ equity standard is not accepted or if it is accepted but the Company does not regain compliance
by the end of the extension granted by NASDAQ, or if the Company fails to satisfy another NASDAQ requirement for continued listing, NASDAQ
staff could provide notice that the Company’s common stock will become subject to delisting. In such event, NASDAQ rules permit
the Company to appeal the decision to reject its proposed compliance plan or any delisting determination to a NASDAQ Hearings Panel.
Accordingly, there can be no guarantee that the Company will be able to maintain its NASDAQ listing.
SIGNATURE
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.
|
NANOVIBRONIX,
INC. |
|
|
|
Date:
May 25, 2023 |
By:
|
/s/
Stephen Brown |
|
Name: |
Stephen
Brown |
|
Title: |
Chief
Financial Officer |
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