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

Rhea-AI Filing Summary

NanoVibronix, Inc. (NASDAQ: NAOV) filed an 8-K to disclose that its 11 July 2025 Special Meeting of Stockholders was opened and immediately adjourned for lack of a quorum. In accordance with the company’s bylaws, no business was conducted. The meeting will reconvene virtually on 17 July 2025 at 10:00 a.m. ET via www.virtualshareholdermeeting.com/NAOV2025SM2. The record date remains 16 May 2025, and the new proxy voting deadline for registered holders is 11:59 p.m. ET on 16 July 2025. Proxies already submitted remain valid; shareholders who have not yet voted may do so before the new deadline or during the reconvened meeting. The company refers investors to its Definitive Proxy Statement filed 20 June 2025 for further details and reminds investors that directors and officers may be deemed solicitation participants. No other corporate actions or financial results were reported in this filing.

Positive

• None.

Negative

• Adjournment for lack of quorum may signal weak shareholder engagement and could delay approval of time-sensitive proposals.

Insights

Corporate Governance Expert

TL;DR—Adjourned meeting signals low shareholder engagement; minimal direct financial impact.

The adjournment for lack of quorum highlights potential shareholder apathy or logistical issues. While not uncommon for micro-cap firms, repeated quorum failures can delay corporate actions and raise governance concerns. Reconvening within six days limits disruption, and proxy votes already cast remain valid, reducing administrative costs. Overall, this event is procedural with negligible near-term financial impact, but management should improve outreach to avoid future delays.

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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): July 11, 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 8.01 Other Events.

On July 11, 2025, NanoVibronix, Inc. (the “Company”) opened and adjourned its Special Meeting of Stockholders (the “Special Meeting”) due to an absence of a quorum in accordance with the Company’s Amended and Restated Bylaws, as amended, without any business being conducted. The Special Meeting will be reconvened virtually with respect to all proposals at 10:00 a.m. Eastern Time on Thursday, July 17, 2025 (the “Reconvened Special Meeting”), at www.virtualshareholdermeeting.com/NAOV2025SM2. The record date for determining shareholders eligible to vote at the Reconvened Special Meeting remains unchanged as the close of business on May 16, 2025 (the “Record Date”).

The new proxy deadline date for the Reconvened Special Meeting is 11:59 p.m. Eastern Time on July 16, 2025, for shares held directly. Proxies deposited to date will remain valid for the Reconvened Special Meeting. Any shareholders who have not already voted can also vote prior to the new proxy deadline date or online at the Reconvened Special Meeting. Stockholders who have already duly submitted voting instructions for the Special Meeting do not need to take any further action unless they wish to change or revoke their vote.

Additional Information and Where to Find It

The Company has filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2025, a Definitive Proxy Statement (the “Proxy Statement”) in connection with the Special Meeting, and has mailed the Proxy Statement to its stockholders of record as of the Record Date. Investors and security holders of the Company are advised to read the Proxy Statement and any supplements and amendments thereto, because these documents contain important information about the Meeting and the Company. Stockholders will also be able to obtain copies of the Proxy Statement, without charge, as set forth in the Proxy Statement.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Meeting under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025 (the “Annual Report”), and the Proxy Statement, which was filed with the SEC on June 20, 2025. These documents can be obtained free of charge as set forth in the Proxy Statement.

Forward-Looking Statements

Certain statements made in this Current Report are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company to consummate a business combination within the time provided in the Company’s amended and restated memorandum and articles of association; the level of redemptions made by the Company’s shareholders in connection with the Meeting and its impact on the amount of funds available in the Company’s trust account to complete an initial business combination; and those factors discussed in the Annual Report under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 11, 2025	NANOVIBRONIX, Inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer

FAQ

Why did NanoVibronix (NAOV) adjourn its special meeting on 11 July 2025?

The meeting lacked a quorum, so no business could be conducted and it was adjourned.

When will the NanoVibronix special meeting reconvene?

It will reconvene virtually on 17 July 2025 at 10:00 a.m. ET.

Is the record date for voting on NAOV proposals changing?

No. The record date remains 16 May 2025.

What is the new proxy voting deadline for NAOV shareholders?

Registered shareholders must submit proxies by 11:59 p.m. ET on 16 July 2025.

Do previously submitted NAOV proxies remain valid?

Yes, proxies already deposited will be honored at the reconvened meeting.

Where can investors access the detailed proxy statement?

The Definitive Proxy Statement filed on 20 June 2025 is available free of charge on the SEC’s website and from the company.