NanoVibronix Inc
For the period ended Jan 27, 2025. Filed Jan 27, 2025.
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Jan 27, 2025 · Filed Jan 27, 2025
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission 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 all boxes that apply): | |
|---|---|
| ☒ | 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. |
January 27, 2025
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of NanoVibronix, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on February 24, 2025, at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/NAOV2025SM. To provide access to our stockholders regardless of geographic location, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/NAOV2025SM and entering the 16-digit control number included on your proxy card or voting instruction form, as applicable. To receive access to the virtual Special 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 Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Stockholders Meeting and proxy statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of January 17, 2025.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Special Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. To vote your shares, you may use the enclosed proxy card, vote by telephone or over the Internet, or attend the meeting virtually and submit your vote electronically. 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 Special Meeting online.
Thank you for your support of our company. I look forward to seeing you online at the Special Meeting via remote communication.
Sincerely,
/s/ Brian Murphy
Brian Murphy
Chief Executive Officer and Director
NanoVibronix, Inc.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 24, 2025
A Special Meeting of Stockholders (the “Special Meeting”) of NanoVibronix, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on February 24, 2025, at 10:00 a.m. Eastern Time, via a live webcast on the Internet. You will be able to virtually attend the Special Meeting online, vote and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/NAOV2025SM. Only stockholders of record of our common stock, par value $0.001 per share (the “Common Stock”) as of the close of business on January 17, 2025 (the “Record Date”) will be entitled to vote at the Special 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 Special Meeting:
| (1) | Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-11, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”); |
| (2) | Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s Common Stock underlying certain warrants issued by us pursuant that certain Securities Exchange Agreement (the “Exchange Agreement”), dated January 7, 2025, upon exercise of such warrants in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the execution of the Exchange Agreement (the “Issuance Proposal”) |
| (3) | Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”); and |
| (2) | Such other business as may arise and that may properly be conducted at the Special Meeting or any adjournment or postponement thereof. |
Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Boardrecommends a vote FOR the Reverse Stock Split Proposal, the Issuance Proposal and the Adjournment Proposal.
The Board has fixed the close of business on January 17, 2025, as the record date (the “Record Date”) for the Special Meeting. Only stockholders of record of our Common Stock on the Record Date are entitled to receive notice of the Special Meeting and vote at the Special Meeting. 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 (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 Special Meeting.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
Whether or not you plan to attend the Special 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 Special Meeting” beginning on page 2 of the proxy statement.
If your shares are registered in your name, even if you plan to attend the Special Meeting (or any postponement or adjournment of the Special Meeting) online, we request that you complete, date, sign and mail the enclosed proxy card in accordance with the instructions set out in the proxy card and in the proxy statement to ensure that your shares will be represented at the Special 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 Special Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting online.
By Order of the Board,
/s/ Brian Murphy
Brian Murphy
Chief Executive Officer and Director
January 27, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE SPECIAL MEETING | 2 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| PROPOSAL 1: THE REVERSE STOCK SPLIT PROPOSAL | 10 |
| PROPOSAL 2: THE ISSUANCE PROPOSAL | 18 |
| PROPOSAL 3: THE ADJOURNMENT PROPOSAL | 20 |
| OTHER BUSINESS | 21 |
| SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 21 |
| ANNEX A: PROPOSED REVERSE STOCK SPLIT AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOVIBRONIX, INC. | 22 |
i
NanoVibronix, Inc.
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 24, 2025
Unless the context otherwise requires, references in 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, par value $0.001 per share (the “Common Stock”).
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of NanoVibronix, Inc. to be voted at the Special Meeting of Stockholders (the “Special Meeting”) to be held virtually via a live webcast on the Internet on February 24, 2025, at 10:00 a.m. Eastern Time, at the Internet address and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”). This proxy statement and accompanying form of proxy are dated January 27, 2025, and are expected to be first sent, given or made available to stockholders on or about January 27, 2025.
If you held shares of our Common Stock on January 17, 2025, you are invited to attend the Special Meeting virtually at www.virtualshareholdermeeting.com/NAOV2025SM 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.