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.
NanoVibronix has announced a Special Meeting of Stockholders to be held virtually on July 11, 2025, primarily to vote on a proposed reverse stock split. The company is seeking approval for a reverse split ratio ranging from 1-for-2 to 1-for-50, to be implemented at the Board's discretion within one year of approval.
Key points for consideration:
- The reverse split is preemptively proposed to maintain Nasdaq compliance, as the stock price recently closed below $1.00 on May 28, 2025
- Current shares outstanding: 2,282,746 shares of Common Stock
- Record date for voting eligibility: May 16, 2025
- Meeting will be held virtually at www.virtualshareholdermeeting.com/NAOV2025SM2
The Board recommends voting FOR both the Reverse Stock Split Proposal and the Adjournment Proposal. This strategic move aims to ensure continued Nasdaq listing compliance and maintain market stability for shareholders.