NanoVibronix Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

NanoVibronix, Inc.

(Name of Registrant as Specified In Its Charter)

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

October 29, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NanoVibronix, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on December 19, 2024, at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/NAOV2024. To provide access to our stockholders regardless of geographic location, the Company has determined that the Annual Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Annual Meeting online, vote, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/NAOV2024 and entering the 16-digit control number included on the proxy card or voting instruction form, as applicable. To receive access to the virtual Annual Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement. Details regarding the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Stockholders Meeting and proxy statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of October 28, 2024.

We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission (the “SEC”) “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about October 29, 2024, rather than a paper copy of the proxy statement, the proxy card and our 2023 Annual Report, which includes our annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Annual Meeting online, after receiving the Notice of Internet Availability, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting online during the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the proxy statement and the other proxy materials.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary, or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the meeting and vote online during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the board of directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Annual Meeting online.

Thank you for your support of our company. I look forward to seeing you online at the Annual Meeting via remote communication.

Sincerely,

/s/ Brian Murphy

Brian Murphy

Chief Executive Officer and Director

NanoVibronix, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 19, 2024

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NanoVibronix, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on December 19, 2024, at 10:00 a.m. Eastern Time, via a live webcast on the Internet. You will be able to virtually attend the Annual Meeting online, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/NAOV2024. Only stockholders of record of our common stock, as of the close of business on October 28, 2024 (the “Record Date”), will be entitled to vote at the Annual Meeting and any adjournments, continuations or postponements thereof that may take place.

We will consider and act on the following items of business at the Annual Meeting:

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the “Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal.The Board recommends a vote “FOR” the election of each of the nominees for director listed in Proposal 1 and “FOR” Proposals 2, 3, 4 and 5.

The Board has fixed the close of business on October 28, 2024, as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record of our common stock on the Record Date are entitled to receive notice of the Annual Meeting and vote at the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the principal executive offices of the Company (upon request to us by mail at NanoVibronix, Inc., 969 Pruitt Place, Tyler TX 75703, Attn: Stephen Brown or by calling 914-233-3004 and asking for Stephen Brown) during regular business hours for the 10 calendar days prior to the Annual Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please see the section entitled “About the Annual Meeting” beginning on page 7 of the proxy statement.

If your shares are registered in your name, even if you plan to attend the Annual Meeting (or any postponement or adjournment of the Annual Meeting) online, we request that you complete, date, sign and mail the proxy card in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the Annual Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting online.

By Order of the Board,

/s/ Brian Murphy

Brian Murphy

Chief Executive Officer and Director

TABLE OF CONTENTS

NanoVibronix, Inc.

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 19, 2024

Unless the context otherwise requires, references in this proxy statement (this “Proxy Statement”) to “we,” “us,” “our,” “the Company,” or “NanoVibronix” refer to NanoVibronix, Inc., a Delaware corporation, and its consolidated subsidiary as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock.

The accompanying proxy is solicited by the board of directors of the Company (the “Board”) on behalf of NanoVibronix, Inc. to be voted at the 2024 annual meeting of stockholders of the Company (the “Annual Meeting”) to be held virtually via a live webcast on the Internet on December 19, 2024 at 10:00 a.m. Eastern Time, at the Internet address and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”). This Proxy Statement and accompanying form of proxy are dated October 29, 2024, and are expected to be first sent, given or made available to stockholders on or about October 29, 2024.

If you held shares of our common stock at the close of business on October 28, 2024 (the “Record Date”), you are invited to attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/NAOV2024 and vote on the proposals described in this Proxy Statement.

The Company will pay the costs of soliciting proxies from stockholders. Our directors, officers and employees will solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.

The executive offices of the Company are located at, and the mailing address of the Company, is 969 Pruitt Place, Tyler TX 75703.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2024:

As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this proxy statement, the proxy card and our 2023 Annual Report, which includes our annual report on Form 10-K, as amended, for the fiscal year ended December 31, 2023 available to stockholders electronically via the Internet at the following website: www.proxyvote.com. On or about October 29, 2024, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also, on or about October 29, 2024, we will begin mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.