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

Rhea-AI Filing Summary

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.

Positive

• Outstanding shares reduced from 7,968,868 to approximately 796,887 (subject to rounding)
• Ticker remains unchanged; Common Stock will trade on a reverse-split-adjusted basis on the Nasdaq Capital Market as NAOV
• Equity awards and conversion/exercise prices will be proportionately adjusted under the 2014 and 2024 plans

Negative

• Filing does not state a rationale for the reverse stock split, limiting investor insight into the board's intent
• Authorized shares remain unchanged at 40,000,000, leaving the existing share capacity intact

Insights

Corporate Governance Expert

TL;DR: The board executed a 1-for-10 reverse split; the filing explains mechanics but does not disclose the board's rationale, limiting governance context.

The Certificate of Amendment documents a straightforward capital-structure change that consolidates issued shares and preserves par value. Key governance facts include shareholder approval of an authorized range at a prior special meeting and board determination of the 1-for-10 ratio. The filing confirms proportional adjustments to equity awards and plan reserves, and that authorized share capacity remains unchanged at 40,000,000. Absent a stated strategic or compliance reason in this report, stakeholders have limited information on the board's objectives or expected corporate benefits.

Securities Analyst

TL;DR: A technical reverse split reduces share count materially and updates trading mechanics; the filing provides numbers but no financial rationale.

The reverse split will reduce outstanding shares from 7,968,868 to about 796,887, with Nasdaq trading to be adjusted and the ticker remaining NAOV. The filing discloses a new CUSIP and confirms no change to authorized shares. It also ensures option and conversion terms will be proportionally adjusted and that plan reservations will be reduced per plan terms. The report lacks accompanying financial metrics or stated objectives, so immediate market impact will depend on investor interpretation outside this filing.

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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): August 8, 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))

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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 8, 2025, NanoVibronix, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on August 11, 2025 (the “Reverse Stock Split”). As previously reported, the Company held a special meeting of stockholders on July 17, 2025 (the “Special Meeting”), at which Special Meeting the Company’s stockholders approved the Certificate of Amendment to effect a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Company’s Board of Directors (the “Board”) and included in a public announcement. The Board determined to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the corresponding final form of the Certificate of Amendment.

As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 7,968,868 shares to approximately 796,887 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 40,000,000 shares.

Proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon the exercise or conversion, as applicable, of outstanding equity awards under the Company’s 2024 Long-Term Incentive Plan (the “2024 Plan”) and the 2014 Long-Term Incentive Plan (the “2014 Plan”). The number of shares reserved for issuance under the 2024 Plan will be proportionately reduced in accordance with the terms of such plans.

The Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on August 12, 2025. The trading symbol for the Common Stock will remain “NAOV.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 63008J884.

For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 20, 2025, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On August 8, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of NanoVibronix, Inc.
99.1		Press Release, issued on August 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 8, 2025	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

FAQ

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

The company announced a 1-for-10 reverse stock split of its common stock and filed a Certificate of Amendment to effect the change.

How many shares will NanoVibronix have outstanding after the reverse split?

Outstanding shares will be reduced from 7,968,868 to approximately 796,887, subject to adjustment for rounding of fractional shares.

Will NanoVibronix's stock continue trading on Nasdaq and under what ticker?

Yes. The common stock will trade on a reverse-split-adjusted basis on the Nasdaq Capital Market and the ticker will remain NAOV.

Will fractional shares be issued as a result of the reverse split?

No. No fractional shares will be issued; any fractional interests will be rounded up to the next whole share.

How will equity awards and plan reserves be affected?

Per the filing, exercise prices and share counts for outstanding awards will be proportionately adjusted, and the number of shares reserved under the 2024 Plan will be proportionately reduced in accordance with plan terms.

Where can I find the formal documentation of the reverse split?

The Certificate of Amendment and a press release are filed as Exhibits 3.1 and 99.1 to the Current Report.