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

Rhea-AI Filing Summary

Schedule 13G Filing Overview: Tong Wu has filed a Schedule 13G indicating passive beneficial ownership of Armlogi Holding Corp. (CUSIP 042255109) common stock.

• Shares held: 3,460,000
• Ownership percentage: 8.2 % of the 42,250,934 shares outstanding as of 30 June 2025
• Voting & dispositive power: Sole power over all reported shares; no shared power
• Filing type: Rule 13d-1(c) passive investor report (Schedule 13G)
• Event date: 30 June 2025 Signature date: 09 July 2025

This filing signals that Mr. Wu has crossed the 5 % threshold and now ranks among the company’s largest shareholders. No additional transactions, purchase prices, or strategic intentions are disclosed, and the filer certifies the information as true and complete.

Positive

• Increased institutional-style stake may signal investor confidence and could enhance share-price stability through committed ownership.

Negative

• Ownership concentration gives a single investor significant voting influence, which could sway outcomes if future intent changes.

Insights

Securities Analyst

TL;DR: Passive 8.2 % stake adds notable shareholder but reveals no strategic plans—market impact likely modest.

The 13G shows Tong Wu controls 3.46 million shares, giving him a meaningful minority stake. Because it is a 13G (not 13D), he certifies no activist intent, suggesting a passive investment. The stake’s size could improve float stability and signal confidence in BTOC, yet without transaction data we cannot assess entry price or profitability. Overall, the filing is informational rather than transformative and should be viewed as neutral for valuation in the near term.

Corporate Governance Expert

TL;DR: New 8.2 % holder may influence governance voting; passive status limits immediate control risk.

An individual investor now owns over 8 % of outstanding shares with sole voting rights, potentially affecting shareholder meetings where attendance is low. However, by choosing Schedule 13G, Mr. Wu affirms no intent to direct company policy, merge, or seek board seats. Governance risk remains limited unless the filing is later amended to 13D. Investors should monitor future filings for shifts in intent or additional accumulation.

false --12-31 0001326706 0001326706 2025-07-08 2025-07-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 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 Current Report on Form 8-K is incorporated by reference in this Item 3.03.

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

On July 8, 2025, NanoVibronix, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware, a certificate of correction (the “Certificate of Correction”) to the Company’s Certificate of Designation of the Preferences, Rights and Limitations of Series G Preferred Stock (the “Certificate of Designations”). The Certificate of Correction corrects an inadvertent typographical error in the definition of “Floor Price” in Section 1 of the Certificate of Designation, which should have been stated to be “$1.91” and was instead stated as “$1.02.” All other provisions of the Certificate of Designations remain unchanged.

The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1		Certificate of Correction to Certificate of Designation of the Preferences, Rights and Limitations of Series G Convertible Preferred Stock, dated July 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.

Date: July 9, 2025	NANOVIBRONIX, Inc.
	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

FAQ

How many Armlogi (BTOC) shares does Tong Wu own?

He owns 3,460,000 common shares.

What percentage of Armlogi’s outstanding stock does this represent?

The stake equals 8.2 % of the 42.25 million shares outstanding.

Is Tong Wu acting as an activist investor?

No. The filing is on Schedule 13G, indicating a passive investment with no activist intentions disclosed.

Does Tong Wu share voting or dispositive power with others?

No. He has sole voting and dispositive power over all reported shares.

When did the ownership level that triggered this filing occur?

The reportable event date is 30 June 2025, with the filing signed on 09 July 2025.