[DEFA14A] NanoVibronix, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

NanoVibronix (NAOV) has filed a DEFA14A to correct an error in their previously filed proxy statement for the Special Meeting scheduled for July 11, 2025. The key correction relates to the outstanding preferred stock disclosure as of May 16, 2025 (Record Date).

The corrected share structure includes:

• Common Stock: 2,282,746 shares
• Series G Preferred Stock: 320,348 shares
• Series X Preferred Stock: 57,720 shares

The company clarifies that no Series C, D, E, or F Preferred Stock are outstanding. Each common share carries one vote, with no cumulative voting rights. Stockholders who have already submitted their proxy votes do not need to take action unless they wish to change their vote. The stockholder list will be available for inspection at the company's headquarters for 10 days before the meeting.

Positive

• None.

Negative

• Company disclosed a material error in its previous proxy statement regarding outstanding preferred shares, revealing 320,348 Series G and 57,720 Series X Preferred shares were actually outstanding when initially reported as zero

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

NanoVibronix, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 11, 2025

EXPLANATORY NOTE

On June 20, 2025, NanoVibronix, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”) relating to the Company’s Special Meeting of Stockholders (the “Special Meeting”) to be held on Friday, July 11, 2025, commencing at 10:00 a.m., Eastern Time. As previously disclosed, the board of directors of the Company has fixed the close of business on May 16, 2025, as the record date (the “Record Date”) for determining stockholders entitled to vote at the Special Meeting and at any adjournment(s) or postponement(s) thereof. Capitalized terms used in this supplement to the Proxy Statement (this “Supplement”) without definition have the same meanings as set forth in the Proxy Statement.

This Supplement is being filed to correct an inadvertent error in the number of shares of preferred stock reported as outstanding as of the Record Date on page 3 of the Proxy Statement. On page 3 thereof, the Proxy Statement previously stated that there were no shares of any series of preferred stock outstanding, when there were 320,348 shares of Series G Preferred Stock and 57,720 shares of Series X Preferred Stock of the Company issued and outstanding as of the Record Date. This change solely affects the disclosure as related to such shares of preferred stock outstanding as of the Record Date as reported on page 3 of the Proxy Statement.

This Supplement should be read in conjunction with the Proxy Statement. Except as specifically amended or supplemented by the information contained herein, this Supplement does not otherwise modify, amend or supplement the Proxy Statement, and the information contained in the Proxy Statement should be considered in voting your shares. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote.

***

The following text replaces, in its entirety, the text on page 3 of the Proxy Statement appearing below “Who is entitled to vote at the Special Meeting and how many votes do they have?”

Holders of Common Stock at the close of business on the Record Date, may vote at the Special Meeting. There were 2,282,746 shares of Common Stock, 0 shares of Series C Preferred Stock, 0 shares of Series D Preferred Stock, 0 shares of Series E Preferred Stock, 0 shares of Series F Preferred Stock, 320,348 shares of Series G Preferred Stock and 57,720 shares of Series X Preferred Stock issued and outstanding on the Record Date. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the principal executive offices of the Company during regular business hours for the 10 calendar days prior to the Special Meeting.

Pursuant to the rights of our stockholders contained in our charter documents, each share of our Common Stock is entitled to one vote on all matters listed in this proxy statement. There is no cumulative voting. 

FAQ

When is NAOV's Special Meeting of Stockholders scheduled for 2025?

NAOV's Special Meeting of Stockholders is scheduled for Friday, July 11, 2025, at 10:00 a.m. Eastern Time.

How many shares of NAOV preferred stock were outstanding as of May 16, 2025?

As of the Record Date (May 16, 2025), NAOV had 320,348 shares of Series G Preferred Stock and 57,720 shares of Series X Preferred Stock outstanding. No shares of Series C, D, E, or F Preferred Stock were outstanding.

What was the purpose of NAOV's DEFA14A filing on June 28, 2025?

The DEFA14A was filed to correct an error in the original proxy statement regarding the number of preferred shares outstanding. The initial statement incorrectly reported no preferred shares outstanding, when in fact there were Series G and Series X preferred shares issued.

How many shares of NAOV common stock were outstanding as of the record date?

As of the Record Date (May 16, 2025), NAOV had 2,282,746 shares of Common Stock issued and outstanding.

Do NAOV shareholders need to take action if they already submitted their proxy vote?

No, shareholders who have already returned their proxy card or provided voting instructions do not need to take any action unless they wish to change their vote.