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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): September
16, 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 1.01 Entry into a Material Definitive Agreement.
On September 16, 2025, NanoVibronix, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor, pursuant to
which the Company agreed to issue and sell (i) 74,114 shares (the “Shares”) of the Company’s common stock,
$0.001 par value per share (the “Common Stock”), and (ii) prefunded warrants (the “Prefunded Warrants”)
to purchase up to 217,090 shares of Common Stock (the “Prefunded Warrant Shares”) in a registered direct offering
(the “Offering”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-273574), a
base prospectus and prospectus supplement relating to the Offering (the “Prospectus Supplement”), in each case
filed with the Securities and Exchange Commission. The offering price was $7.01 per share of Common Stock and $7.009 per Prefunded Warrant,
which is the price of each share of Common Stock sold in the Offering, minus the $0.001 exercise price per Prefunded Warrant. The net
proceeds from the Offering were approximately $1.8 million, after deducting placement agent fees and estimated offering expenses payable
by the Company. The Company currently plans to use the net proceeds from the Offering primarily for general working capital purposes,
including repayment of certain outstanding indebtedness and/or redemption of certain outstanding preferred stock.
The Prefunded Warrants have an initial exercise price
per share of $0.001, subject to certain adjustments. The Prefunded Warrants may be exercised at any time until exercised in full, except
that a holder (together with its affiliates) will not be entitled to exercise any portion of any Prefunded Warrant, which, upon giving
effect to such exercise would cause the aggregate number of shares of the Company’s Common Stock beneficially owned by the holder
(together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) of the number of shares of Common Stock outstanding
immediately prior to or after giving effect to the exercise, subject to such holder’s rights under the Prefunded Warrants to increase
or decrease such percentage to another percentage not in excess of 9.99% of the number of shares of our common stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants
upon at least 61 days’ prior notice from such holder to the Company.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities
arising under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties
and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were
solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Company entered into an engagement letter (the
“Engagement Letter”), dated as of February 11, 2025, with Palladium Capital Group, LLC (the “Placement
Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in connection
with the Offering. Pursuant to the terms of the Engagement Letter, the Company agreed to pay the Placement Agent an aggregate cash fee
equal to 8.0% of the gross proceeds received in the Offering and for certain expenses incurred by the Placement Agent in connection with
the Offering.
The foregoing description of the terms and conditions
of the Purchase Agreement and the Prefunded Warrants do not purport to be complete and are each qualified in their entirety by the full
text of the Purchase Agreement and form of Prefunded Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively,
and incorporated herein by reference. A copy of the opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale
of the Shares, the Prefunded Warrants and the Prefunded Warrant Shares is attached hereto as Exhibit 5.1.
Item 8.01 Other Events
On September 16, 2025, the Company issued a press
release regarding the Offering described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit
Number |
|
Description of Exhibit |
| 4.1 |
|
Form of Prefunded Warrant, dated September 17, 2025. |
| 5.1 |
|
Opinion of Haynes and Boone, LLP. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated September 17, 2025, by and between the Company and the purchaser thereto. |
| 23.1 |
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated September 16, 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: September 17, 2025 |
By: |
/s/ Doron Besser, M.D. |
| |
Name: |
Doron Besser, M.D. |
| |
Title: |
Chief Executive Officer |
