NanoVibronix Announces Financing of up to $50 Million Private Placement of Preferred Stock

Upfront $8 Million in Gross Proceeds and potential $40 million in Gross Proceeds from Exercise of Additional Investment Rights

TYLER, Texas--(BUSINESS WIRE)-- NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in therapeutic devices for enteral feeding, pain management and urological conditions, today announced it has entered into a definitive agreement with an institutional investor for the purchase and sale of 8,889 shares of Series H Convertible Preferred Stock (the “Preferred Stock”) with a total stated value of $8,888,889. The Preferred Stock is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $1.01, which such conversion price is equal to the closing price as reported on Nasdaq on the trading day immediately prior to signing of the definitive agreements and is subject to customary anti-dilution adjustments. The initial closing is expected to occur on or about July 21, 2025, subject to the satisfaction of customary closing conditions (the “Initial Closing”).

Additionally, pursuant to the terms of the definitive agreements, the Company has agreed to issue 2,222 shares of Preferred Stock with a total stated value of $2,222,222 in a second closing (the “Second Closing”), subject to the satisfaction of customary closing conditions.

Additionally, pursuant to the terms of the definitive agreement, the Company has agreed that during the period ending 36 months from the effective date of the Resale Registration Statement (as defined below), the investor in the private placement shall have the right, but no obligation, upon notice to the Company from time to time, to purchase up to an aggregate of $44,000,000 stated value (representing 44,000 shares of Preferred Stock and $39,600,000 of subscription amount) of additional Preferred Stock, which shall have identical terms to the Preferred Stock issued at the Initial Closing, except that the initial conversion price of such additional shares of Preferred Stock shall be equal to 85% of the arithmetic average of the three (3) lowest VWAPs during the ten trading days prior to the date of such investor’s exercise of such right.

Palladium Capital Group, LLC is serving as the exclusive placement agent for this transaction.

The gross proceeds from the Initial Closing of the offering are expected to be approximately $8 million, before deducting placement agent fees and other offering expenses payable by the Company. The gross proceeds from the Second Closing of the offering are expected to be approximately $2 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use $5 million of the net proceeds from the Initial Closing to redeem certain outstanding shares of its Series X Preferred Stock in accordance with the terms of the Certificate of Designations of the Series X Preferred Stock, and the balance for working capital purposes.

Doron Besser, M.D., Chief Executive Officer of NanoVibronix, said “This capital empowers us to expand our footprint in high-impact, large addressable markets, scale more rapidly and invest in products with the greatest potential to drive sustainable growth and long-term shareholder value. Our innovative solutions address critical gaps in current standard-of-care practices, improve patient outcomes and reduce healthcare complications. With strong momentum behind our lead technologies, a clear roadmap for execution and additional financial resources, we believe we are well-positioned to capture a meaningful share of an enormous market and deliver long-term value for our shareholders.”

The securities offered in this private placement, and the shares of common stock issuable upon conversion of the Preferred Stock, are being offered in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement and shares of common stock issuable upon conversion of the Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a resale registration statement covering the securities described above as soon as reasonably practicable (the “Resale Registration Statement”).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable laws

About NanoVibronix, Inc.

NanoVibronix, Inc. (NASDAQ: NAOV) is a medical technology company advancing both non-invasive and minimally invasive solutions across clinical and home care settings. Headquartered in Tyler, Texas, with research and development in Nesher, Israel, the Company focuses on two distinct technology platforms:

• Acoustic-based therapeutic technologies, including PainShield® and UroShield®, which utilize proprietary low-intensity surface acoustic wave (SAW) technology. These devices are intended for use in home or care settings and are designed to treat pain, reduce bacterial colonization, and disrupt biofilms.
• ENvue™ Navigation Platform, developed and operated by ENvue Medical, with offices in Arlington Heights, Illinois, and Tel Aviv, Israel, is a minimally invasive electromagnetic navigation system intended to assist clinicians in placing feeding tubes into the gastrointestinal tract. FDA 510(k) cleared for adult use, ENvue provides real-time bedside visualization of tube movement and supports informed decision-making during the placement procedure. Future platform expansion may include pediatric and vascular access applications.

NanoVibronix aims to advance standards in non-invasive therapy and minimally invasive navigation, with a commitment to patient safety, clinical usability, and technology innovation across a range of healthcare environments.

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. These forward-looking statements include, but are not limited to: statements related to the completion of the offering, the satisfaction of customary closing conditions related to the Initial Closing, satisfaction of customary conditions related to the Second Closing, the intended use of proceeds from the offering, and future expectations for strategic growth. 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: (i) market acceptance of the Company’s existing and new products; (ii) clinical performance and operational outcomes; (iii) delays or complications in product implementation; (iv) intense competition in the medical device industry; (v) product liability or performance issues; (vi) limitations in manufacturing or supply chain capabilities; (vii) reimbursement limitations; (viii) intellectual property protection; (ix) healthcare regulatory changes in the U.S. and abroad; and (x) the need for additional capital. 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, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors and security holders are urged to read these documents free of charge at: 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.

SOURCE: NanoVibronix, Inc.

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Brett Maas, Managing Principal

Hayden IR, LLC

brett@haydenir.com

(646) 536-7331

Source: NanoVibronix, Inc.