Nanovibronix Inc SEC Filings

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.