Nanovibronix Inc SEC Filings

NanoVibronix, Inc. filed its definitive proxy for the 2025 Annual Meeting. The virtual meeting is set for December 4, 2025, at 10:00 a.m. ET via www.virtualshareholdermeeting.com/NAOV2025. Stockholders of record as of October 27, 2025 may vote.

The ballot includes: electing five directors (Doron Besser, M.D.; Zeev Rotstein, M.D.; David Johnson; Nino Pionati; and Alison Geiger Burgett), ratifying E&Y (Kost Forer Gabbay & Kasierer) as auditor, amending the 2024 Long‑Term Incentive Plan to increase authorized shares under the plan, authorizing—solely for Nasdaq Listing Rule 5635(d) compliance—the issuance of common shares underlying July 2025 convertible preferred stock and warrants in an amount equal to or in excess of 19.99% of pre‑transaction common stock, and an adjournment proposal if needed.

Common stock outstanding was 1,011,102 shares on the record date. Series G (820 shares), Series H (11,111 shares) and Series X (53,100 shares) preferred are outstanding but not entitled to vote at the meeting.

NanoVibronix, Inc. (NAOV) filed a preliminary proxy for its 2025 Annual Meeting to be held virtually on December 4, 2025 at 10:00 a.m. ET at www.virtualshareholdermeeting.com/NAOV2025. Stockholders of record as of October 27, 2025 may vote.

The agenda includes: electing five directors (Doron Besser, M.D.; Zeev Rotstein, M.D.; David Johnson; Nino Pionati; Alison Geiger Burgett); ratifying E&Y as auditor; amending the 2024 Long‑Term Incentive Plan to increase authorized shares; an Issuance Proposal to authorize, for Nasdaq Rule 5635(d), the issuance of common shares underlying July 2025 convertible preferred stock and warrants in an amount equal to or in excess of 19.99% of pre‑issuance common outstanding (including anti‑dilution adjustments); and an adjournment proposal.

Holders had 1,011,102 shares of common stock outstanding as of the Record Date. The Board recommends voting FOR all proposals.

NanoVibronix (NAOV) reported board changes under Item 5.02. On October 30, 2025, Christopher Fashek, Thomas Mika, Martin Goldstein, M.D., and Brian Murphy notified the Board that they will not stand for reelection and will retire from the Board and all committees, effective immediately prior to the 2025 Annual Meeting of Stockholders.

The filing notes their decisions were for personal reasons and did not result from any disagreement regarding the company’s operations, policies, or practices. As of the notice date, Mr. Fashek served on the Audit, Nominating and Corporate Governance, and Compensation Committees; Mr. Mika served on the Audit and Compensation Committees; and Dr. Goldstein served on the Nominating and Corporate Governance Committee.

NanoVibronix, Inc. amended its shelf registration showing that its Series H Shares are convertible at the election of holders into common stock at an adjusted conversion price of $7.01 per share, subject to customary adjustments and anti-dilution protections with a stated floor of $2.02. The filing lists a selling stockholder, Alpha Capital Anstalt, with figures showing 3,864,554 shares and potential inclusion of up to 4,000,050 Dividend Shares issuable as dividends to Series H holders prior to the offering. Estimated transaction costs include printing at $3,000, legal fees $25,000, and accounting fees $15,000. The document also references registration rights, plan of distribution, Nasdaq symbol, risk factors, indemnification of directors and officers, and is signed by Doron Besser, M.D., Chief Executive Officer.

NanoVibronix, Inc. (NAOV) filed a prospectus supplement for an offering that includes prefunded warrants and common stock, showing an offering price of $0.56 per unit and placement agent fees of $0.56 per unit. The document reports proceeds before expenses of $1,877,815.75 and placement agent fees totaling $163,307.20. It discloses shares issuable upon exercise of outstanding warrants: 1,151,695 shares at a weighted average exercise price of $22.81 and 683,859 shares at a weighted average exercise price of $23.03. Historical net tangible book value per share as of June 30, 2025 is $(4.66); pro forma adjustments add $3.81, yielding a pro forma as-adjusted net tangible book value of $(0.85) and an increase attributable to this offering of $1.90. The filing references standard prospectus sections including risk factors and use of proceeds and notes uncertainty regarding clinical trial success for products in development.

NanoVibronix, Inc. (NAOV) reported continuing losses and liquidity dependence as it integrates recent acquisitions and financings. For the six months ended June 30, 2025, the company recorded a net loss of $6,386 and used approximately $4,726 of cash in operations. Cash balances exceeded FDIC insurance by $3,362 at June 30, 2025.

The company completed multiple financing and equity transactions in 2025, including a May 2025 offering of 40,000 shares of Series G Preferred Stock with accompanying warrants that produced approximately $8.2 million of net proceeds and a merger consideration allocation of approximately $41,864. The balance of a related Alpha loan was $1,975 at June 30, 2025 and a warrant liability measured at fair value was $4,161. The company faces contingencies including an arbitration award of about $1.5 million.

Subsequent events include a July 18, 2025 securities purchase agreement for newly designated Series H Preferred Stock and warrants, an August 11, 2025 1-for-10 reverse stock split, and an August 19, 2025 voluntary withdrawal request to the FDA for the PainShield MD Plus clearance with a recorded $159 inventory allowance. The company states it will need additional financing until profitability is achieved.

NanoVibronix, Inc. effected a 1-for-10 reverse stock split of its common stock, combining every ten issued or treasury shares into one share while leaving the par value unchanged. The company will not issue fractional shares; any fractional interests will be rounded up to whole shares.

The Reverse Stock Split reduces outstanding shares from 7,968,868 to approximately 796,887 (subject to rounding). Authorized common shares remain 40,000,000. The common stock will trade on a split-adjusted basis on the Nasdaq Capital Market under the existing ticker NAOV, and the company provided a new CUSIP. Outstanding equity awards and plan reserves will be proportionately adjusted per the terms of the 2014 and 2024 plans. The Certificate of Amendment and a press release are filed as exhibits.