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): August 17, 2021
NanoVibronix, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36445 | 01-0801232 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
525 Executive Blvd Elmsford, New York |
10523 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 233-3004
| (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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NAOV | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 17, 2021, NanoVibronix, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on June 25, 2021, the record date for the Annual Meeting, there were (i) 24,109,634 shares of common stock, par value $0.001 per share (“Common Stock”) outstanding and entitled to vote, (ii) 666,667 shares of Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) outstanding and entitled to vote, and (iii) 875,000 shares of Series E Convertible Preferred Stock, par value of $0.001 per share (“Series E Preferred Stock,” together with the Common Stock and Series C Preferred Stock, the “Capital Stock”) outstanding and entitled to 495,751 votes on the proposals described below. The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 2, 2021 (the “Proxy Statement”).
Proposal 1. A proposal to elect six directors to serve on the Company’s board of directors for a term of one year or until their respective successors are elected and qualified, for which the following are nominees. The nominees, Brian Murphy, Christopher Fashek, Martin Goldstein, Harold Jacob, M.D., Michael Ferguson and Thomas R. Mika were elected to serve as directors. The results of the voting were as follows:
| Nominees | Votes For | Withheld | Broker Non-Votes | |||||||||
| Brian Murphy | 9,020,857 | 87,810 | 6,304,479 | |||||||||
| Christopher Fashek | 8,927,265 | 181,402 | 6,306,479 | |||||||||
| Martin Goldstein, M.D. | 8,998,413 | 110,254 | 6,306,479 | |||||||||
| Harold Jacob, M.D. | 8,999,229 | 109,438 | 6,306,479 | |||||||||
| Michael Ferguson | 8,896,778 | 211,889 | 6,306,479 | |||||||||
| Thomas R. Mika | 8,883,030 | 225,637 | 6,306,479 | |||||||||
Proposal 2. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of the Company’s Common Stock authorized for issuance from 24,109,635 shares to 40,000,000 shares (“Proposal 2”). The Capital Stock voted together as a single class and the Common Stock voted as a separate class. The results of the voting were as follows:
|
Capital Stock
For |
Capital Stock
Against |
Capital Stock
Abstentions |
Capital Stock
Broker Non-Votes |
|||||||||||
| 14,051,582 | 1,258,092 | 105,472 | 0 | |||||||||||
|
Common Stock
For |
Common Stock
Against |
Common Stock
Abstentions |
Common Stock
Broker Non-Votes |
|||||||||||
| 12,889,164 | 1,258,092 | 105,472 | 0 | |||||||||||
Proposal 3. A proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 15,307,738 | 34,591 | 72,817 | 0 | |||||||||||
Proposal 4. Approval, on an advisory basis, of the compensation paid to our named executive officers. The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 8,727,630 | 272,899 | 108,408 | 6,306,479 | |||||||||||
Proposal 5. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation paid to our named executive officers. The results of the voting were as follows:
| 1 year | 2 year | 3 year | Abstentions | Broker Non-Votes | ||||||||||||||
| 1,671,697 | 341,941 | 6,974,529 | 120,500 | 6,306,479 | ||||||||||||||
Proposal 6. 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 Proposal 2. The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 14,363,829 | 703,176 | 348,141 | 0 | |||||||||||
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item 7.01. Regulation FD Disclosure.
On August 17, 2021, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Exhibit Number | Description | |
| 99.1 | NanoVibronix, Inc, Press Release dated August 17, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NanoVibronix, Inc. | ||
| Date: August 17, 2021 | By: | /s/ Stephen Brown |
| Name: | Stephen Brown | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NANOVIBRONIX ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS HELD TODAY
ELMSFORD, N.Y., August 17, 2021 — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a healthcare device company that produces the UroShield® and PainShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, announced that the Company’s Annual Meeting of Stockholders was held today virtually and broadcast live at www.virtualshareholdermeeting.com/NAOV2021.
All of the resolutions submitted for stockholder approval were adopted, including:
| ● | Election of the six director nominees | |
| ● | Approval of the amendment to the company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock. | |
| ● | Ratification of appointment of Marcum LLP as the company’s independent registered public accounting firm | |
| ● | Approval, on an advisory basis, of the compensation paid to the company’s named executive officers | |
| ● | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation paid to the company’s named executive officers |
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) our history of losses and expectation of continued losses, (ii) the geographic, social and economic impact of COVID-19 on the Company’s business operations, (iii) our ability to raise funding for, and the timing of, clinical studies and eventual U.S. Food and Drug Administration approval of our product candidates, (iv) regulatory actions that could adversely affect the price of or demand for our approved products, (v) market acceptance of existing and new products, (vi) favorable or unfavorable decisions about our products from government regulators, insurance companies or other third-party payers, (vii) risks of product liability claims and the availability of insurance, (viii) our ability to successfully develop and commercialize our products, (ix) our ability to generate internal growth, (x) risks related to computer system failures and cyber-attacks, (xi) our ability to obtain regulatory approval in foreign jurisdictions, (xii) uncertainty regarding the success of our clinical trials for our products in development, (xiii) risks related to our operations in Israel, including political, economic and military instability, (xiv) the price of our securities is volatile with limited trading volume, (xv) our ability to comply with the continued listing requirements of the NASDAQ capital market, (xvi) our ability to maintain effective internal control over financial reporting and to remedy identified material weaknesses, (xvii) we are a “smaller reporting company” and have reduced disclosure obligations that may make our stock less attractive to investors, (xviii) our intellectual property portfolio and our ability to protect our intellectual property rights, (xix) our ability to recruit and retain qualified regulatory and research and development personnel, (xx) unforeseen changes in healthcare reimbursement for any of our approved products, (xxi) the adoption of health policy changes and health care reform, (xxii) lack of financial resources to adequately support our operations, (xxiii) difficulties in maintaining commercial scale manufacturing capacity and capability, (xxiv) our ability to generate internal growth, (xxv) changes in our relationship with key collaborators, (xxvi) changes in the market valuation or earnings of our competitors or companies viewed as similar to us, (xxvii) our failure to comply with regulatory guidelines, (xxviii) uncertainty in industry demand and patient wellness behavior, (xxix) general economic conditions and market conditions in the medical device industry, (xxx) risks related to our operations in Israel, (xxxi) future sales of large blocks of our common stock, which may adversely impact our stock price, and (xxxii) depth of the trading market in our common stock. 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.
Investor Contacts:
Brett Maas, Managing Principal, Hayden IR, LLC
brett@haydenir.com
(646) 536-7331
SOURCE: NanoVibronix, Inc.