[8-K] NanoVibronix, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Multiple director retirements disclosed; company cites personal reasons.

NanoVibronix announced that four directors will retire effective immediately prior to the 2025 Annual Meeting. The company states the decisions were for personal reasons and not due to disagreements on operations, policies, or practices. Committee roles affected include Audit, Compensation, and Nominating and Corporate Governance.

Board and committee coverage will need to be addressed to maintain required independence and oversight, particularly for the Audit Committee. The timing ties to the 2025 Annual Meeting, when the board slate and committee assignments are typically refreshed.

The practical impact depends on forthcoming nominations and committee reconstitution disclosed around the 2025 Annual Meeting. Subsequent filings may provide updated board composition and committee chairs.

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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): October 30, 2025

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.)

969 Pruitt Ave Tyler, Texas		77569
(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))

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. ☐

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

Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 30, 2025, each of Christopher Fashek, Thomas Mika, Martin Goldstein, M.D. and Brian Murphy advised the Board of Directors (the “Board”) of NanoVibronix, Inc. (the “Company”) that they do not intend to stand for reelection and would retire from the Board and all committees thereto, effective immediately prior to the 2025 Annual Meeting of Stockholders. As of the date hereof, Christopher Fashek is a member of the Audit Committee, Nominating and Corporate Governance Committee and the Compensation Committee, Thomas Mika is a member of the Audit Committee and the Compensation Committee, and Dr. Goldstein is a member of the Nominating and Corporate Governance Committee. Each of Messrs. Fashek, Mika, Goldstein and Murphy’s decision not to stand for reelection as directors of the Board was solely for personal reasons and did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

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: October 30, 2025	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

FAQ

What did NanoVibronix (NAOV) disclose in this 8-K?

The company reported that four directors will retire and not stand for reelection, effective immediately prior to the 2025 Annual Meeting of Stockholders.

Which NAOV directors are retiring?

Christopher Fashek, Thomas Mika, Martin Goldstein, M.D., and Brian Murphy will retire from the Board and all committees.

Were there any disagreements leading to the NAOV board departures?

No. The filing states the decisions were solely for personal reasons and not due to disagreements on operations, policies, or practices.

Which committees are affected at NanoVibronix (NAOV)?

Mr. Fashek served on Audit, Nominating and Corporate Governance, and Compensation; Mr. Mika on Audit and Compensation; Dr. Goldstein on Nominating and Corporate Governance.

When do the NAOV director retirements take effect?

Immediately prior to the 2025 Annual Meeting of Stockholders.

What is the ticker and exchange for NanoVibronix?

The common stock trades on the Nasdaq Capital Market under the symbol NAOV.