NanoVibronix, Inc.

Current report

Each share of the Series H Preferred Stock is entitled to receive cumulative dividends at the rate per share of 9% per annum (as a percentage of the Stated Value per share), payable on each conversion date (with respect to only the shares of Series H Preferred Stock being converted), in duly authorized, validly issued, fully paid and non-assessable shares of common stock at the conversion price then on effect in accordance with the terms of the Series H Certificate of Designations. As such, we may rely on having available shares of common stock to pay such dividends, which will result in dilution to our shareholders. If we do not have such available shares, we may not be able to satisfy our obligations as related to these dividends pursuant to the terms of the Series H Certificate of Designations.

Current report

The Series H Certificate of Designations contains certain anti-dilution provisions, which may dilute the interests of our stockholders, depress the price of our common stock, and make it difficult for us to raise additional capital.

Current report

Certain events, for example, a Dilutive Issuance (as defined in the Series H Certificate of Designations) may reduce the conversion price of the Series H Preferred Stock, which in turn may lead to further dilution to the holders of our common stock. In addition, the perceived risk of dilution may cause our shareholders to be more inclined to sell their common stock, which may in turn depress the price of common shares regardless of our business performance. We may also find it more difficult to raise additional equity capital while any of the shares of Series H Preferred Stock and the Series H Warrants remain outstanding.

Current report

Under the Series H Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financing.

Current report

The Series H Purchase Agreement contains, among others, the following restrictive covenants: (A) from the date of the Series H Purchase Agreement until 90 days after the Stockholder Approval Date (as defined in the Series H Purchase Agreement), we shall not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated pursuant to the Series H Purchase Agreement and (B) until the one year anniversary of the date of the Series H Initial Closing, we shall be prohibited from entering into any variable rate transactions, subject to certain exceptions.

Current report

If we require additional funding while these restrictive covenants remain in effect, we may be unable to effect a financing transaction on terms acceptable to us, or at all, while also remaining in compliance with the terms of the Series H Purchase Agreement, or we may be forced to seek a waiver from the investor party to the Series H Purchase Agreement, which such investor is not obligated to grant to us.

Current report

Additionally, the Series H Purchase Agreement requires us to hold a meeting of our stockholders at the earliest practicable date to seek the Stockholder Approval and to hold a meeting every four months thereafter to seek the Stockholder Approval if such approval is not obtained at the initial meeting until the earlier of the date the Stockholder Approval is obtained or the Series H Preferred Stock is no longer outstanding, which may be time consuming and costly.

Current report

Risks Related to our Prior Independent Registered Public Accounting Firm

Current report

We may incur material expenses or delays in financings or SEC filings due to the dismissal of our prior independent registered public accounting firm, Zwick CPA, PLLC, and our stock price and access to the capital markets may be affected.

Current report

As a public company, we are required to file financial statements with the SEC that are audited or reviewed, as applicable, by an independent registered public accounting firm. In August 2025, following discussions with Zwick CPA, PLLC (“Zwick”) regarding potential proceedings that could be instituted against them, which may result in their suspension or bar from appearing or practicing before the SEC as an independent registered public accounting firm, we were notified by Zwick that they could no longer continue to serve as our independent registered public accounting firm for purposes of providing audited financial statements in compliance with SEC rules. Our access to the capital markets, and our ability to make timely SEC filings, has depended in the past and will continue to depend on having financial statements audited or reviewed by an independent registered public accounting firm.

Current report

As of the date of this prospectus, no formal proceedings have been brought against Zwick. We understand that any such proceedings are not expected to question the services previously provided by Zwick to the company. However, if proceedings are initiated and actions are taken against Zwick, we anticipate that the PCAOB may determine that investors cannot rely on Zwick’s audit reports or the financial statements audited by Zwick for the years ended December 31, 2024, and 2023, or on Zwick to provide customary deliverables such as consents or comfort letters in connection with financings or other transactions. While a revocation of Zwick’s registration would not, in and of itself, affect the validity of Zwick’s previously issued audit reports, the absence of their consent could require us to have our financial statements for prior years re-audited by our current independent registered public accounting firm. This could result in significant delays, additional costs, and other complications in connection with financings or other transactions. Any delay in or inability to access the public capital markets could disrupt our operations and adversely affect the price and liquidity of our securities.

Current report

In addition, any negative developments concerning potential proceedings against Zwick may adversely affect investor confidence in companies that were previously audited by Zwick. These factors could materially and adversely affect the market price of our common stock and our ability to access the capital markets.

Current report

On October 30, 2025, the Second Closing of the July 2025 Private Placement was consummated. In the Second Closing, an aggregate of 2,222 shares of Series H Preferred Stock and warrants to purchase up to 116,960 shares of common stock at an exercise price of $22.50 per share were issued for aggregate gross proceeds of $2.2 million, prior to deducting fees and offering expenses payable by the Company.

Previous report

We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common shares on Nasdaq. For example, On April 10, 2024, we received the Letter from the Staff indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days between February 27, 2024, and April 9, 2024, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to the Bid Price Rule. The Letter also indicated that we were provided with a compliance period of 180 calendar days, or until October 7, 2024, in which to regain compliance with the Bid Price Rule pursuant to Nasdaq Listing Rule 5810(c)(3)(A). We did not regain compliance with the Bid Price Rule by October 7, 2024, and on October 8, 2024, Nasdaq notified us that our securities were subject to delisting from Nasdaq unless we timely requested a hearing before the Panel. We subsequently timely requested a hearing before the Panel, which was held on December 5, 2024.

Previous report

On November 19, 2024, we received an additional deficiency notice from the Staff indicating that we no longer satisfied the $2.5 million stockholders’ equity requirement set forth in the Equity Rule for continued listing on Nasdaq. The Staff indicated that our non-compliance with the Equity Rule would be considered by the Panel at the Hearing and could serve as an additional basis for delisting of our securities from Nasdaq.

Previous report

On December 26, 2024, we received the Decision Letter from the Panel granting a limited extension of time for us to demonstrate compliance with the Bid Price Rule and the Equity Rule for continued listing on Nasdaq, subject to the following conditions: (i) on or before February 27, 2025, we will have obtained stockholder approval to effect a reverse stock split of our common stock; (ii) on or before March 31, 2025, we shall have effected a reverse stock split and, thereafter, maintain a $1.00 closing bid price of our common stock for a minimum of ten consecutive trading days; (iii) on or before March 31, 2025, we are required to demonstrate compliance with the Equity Rule by filing public disclosure with the SEC and demonstrate long-term compliance with the Equity Rule; and (iv) on or before March 31, 2025, we are required to demonstrate compliance with all continued listing requirements for Nasdaq. On February 24, 2025, we obtained approval from our stockholders to file a certificate of amendment to our Certificate of Incorporation to effectuate the 2025 Reverse Stock Split, among others, and on March 13, 2025, the 2025 Reverse Stock Split became effective.

Previous report

On April 9, 2025, we received the April Letter from the Staff notifying us that we had demonstrated compliance with the Bid Price Rule and the Equity Rule as required by the Panel pursuant to the Decision Letter.

Previous report

Pursuant to the April Letter, we will be subject to a mandatory panel monitor for a period of one year from the date of the April Letter. If, within that one-year monitoring period, Staff finds us again out of compliance with the Equity Rule that was subject of the exception, notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

Previous report

The Series X Certificate of Designations, as amended by the Series X Certificate of Amendment, the Series G Certificate of Designations and the Series H Certificate of Designations contain certain provisions that may result in the reduction of the conversion price of the Series X Preferred Stock, the Series G Preferred Stock and the Series H Preferred Stock as a result of future offerings and issuances of our equity securities. These feature may increase the number of shares of common stock being issuable upon conversion of the Series X Preferred Stock, the Series G Preferred Stock and the Series H Preferred Stock.

Previous report

The Series X Certificate of Designations, as amended by the Series X Certificate of Amendment, the Series G Certificate of Designations and the Series H Certificate of Designations each contain certain provisions, which include, but are not limited to, provisions that require the lowering of the applicable conversion price of such shares of preferred stock, which in turn, would will result in a greater number of shares of common stock being issuable upon conversion of the Series X Preferred Stock, the Series G Preferred Stock and the Series H Preferred Stock, which in turn will increase the dilutive effect of such conversions on existing holders of our common stock.

Previous report

The Series G Certificate of Designations for the Series G Preferred Stock and the Series H Certificate of Designations contain anti-dilution provisions that may result in the reduction of the conversion price for the Series G Preferred Stock and the Series H Preferred Stock in the future. This feature may result in an indeterminate number of shares of common stock being issued upon conversion or exercise, as applicable.

Previous report

The Series G Certificate of Designations for our Series G Preferred Stock and the Series H Certificate of Designations for our Series H Preferred Stock contain anti-dilution provisions, which such provisions require the lowering of the conversion price to the purchase price of future offerings. If in the future we issue securities for less than the conversion price of our Series G Preferred Stock or the Series H Preferred Stock, we will be required to further reduce the relevant conversion price, which will result in a greater number of shares of common stock being issuable upon conversion, which in turn will have a greater dilutive effect on our shareholders, provided, however, that the conversion price shall in no event be less than the applicable Floor Price (as defined in the Series G Certificate of Designations and the Series H Preferred Stock). As such, it is possible that we will not have sufficient available shares to satisfy the conversion of the Series G Preferred Stock and the Series H Preferred Stock if we enter into a future transaction that lowers the conversion price. If we do not have sufficient available shares for any Series G Preferred Stock or Series H Preferred Stock conversions, we will be required to increase our authorized shares, which may not be possible and will be time consuming and expensive. The potential for such issuances may depress the price of our common stock regardless of our business performance. We may find it more difficult to raise additional equity capital while the Series G Preferred Stock and the Series H Stock are outstanding.

Previous report

Each share of Series G Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 9% per annum of the state value per share, until the fifth anniversary of the date of issuance of the Preferred Stock. The holder of Series G Preferred Stock will receive the same pay-in-kind (PIK) dividend amount regardless of when they choose to convert. Each share of Series H Preferred Stock will be entitled to receive cumulative dividends at a rate of 9% per annum, payable on each conversion date (as defined in the Series H Certificate of Designations). As related to the Series G Preferred Stock, such dividends are payable, at our discretion, in cash, out of any funds legally available for such purpose, or in pay-in-kind shares of common stock calculated based on the conversion price, subject to adjustment as provided in the Series G Certificate of Designations and the Floor Price. As related to the Series H Preferred Stock, such dividends are payable in shares of common stock. The conversion price of each of the Series G Preferred Stock and Series H Preferred Stock is subject to reduction if in the future we issue securities for less than the conversion price of our Series G Preferred Stock and the Series H Preferred Stock, as applicable, provided, however, that the conversion price shall in no event be less than the applicable Floor Price. As such, it is possible that we will not have sufficient available shares to pay the dividends in common stock, which, in the case of the Series G Preferred Stock, would require the payment of the dividend in cash. As related to the Series G Preferred Stock, we will not be permitted to pay the dividend in cash unless we are legally permitted to do so under Delaware law, which requires cash to be available from surplus or net profits neither of which we currently have available. AS related to the Series H Preferred Stock, if we are unable to pay the dividend in shares of our common stock shall accrue and entail a late fee, which must be paid in cash, at the rate of 15% per annum, or the lesser rate permitted by applicable law and as further set forth in the Series H Certificate of Designations, which could materially affect our financial condition and operations.

Previous report

Risk Related to the August 2025 Reverse Stock Split

Previous report

The August 2025 Reverse Stock Split may not increase the price of our common stock over the long-term and our common stock may be delisted.

Previous report

The principal purpose of the August 2025 Reverse Stock Split was to increase the trading price of our common stock to maintain the minimum stock price standards of Nasdaq. However, the effect of a reverse stock split on the market price of our common stock cannot be predicted with any certainty, and we cannot assure you that a reverse stock split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of common stock will proportionally increase the market price of our common stock, we cannot assure you that a reverse stock split will increase the market price of our common stock by a multiple of any reverse stock split ratio, or result in any permanent or sustained increase in the market price of our common stock sufficient to maintain compliance with the continued listing requirements of the Nasdaq Capital Market. The market price of our common stock may be affected by other factors which may be unrelated to the number of shares outstanding, including our business and financial performance, general market conditions, and prospects for future success.

Previous report

There can be no assurance that we will ultimately maintain compliance with all applicable requirements for continued listing on Nasdaq and maintain the listing of our common stock.

Previous report

If we are delisted from Nasdaq, among other things, it will increase the difficulty in our ability to raise money through the sale of our securities. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

Previous report

The August 2025 Reverse Stock Split may decrease the liquidity of our common stock.

Previous report

The August 2025 Reverse Stock Split reduced the total number of outstanding shares of common stock, which may lead to reduced trading and a smaller number of market makers for our common stock, particularly if the price per share of our common stock does not increase as a result of a reverse stock split.

Previous report

The August 2025 Reverse Stock Split had the effect of increasing the number of stockholders who own “odd lots” of less than 100 shares of common stock. A purchase or sale of less than 100 shares of common stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of common stock following a reverse stock split may be required to pay higher transaction costs if they sell their common stock.

Previous report

The August 2025 Reverse Stock Split may lead to a decrease in our overall market capitalization.

Previous report

A reverse stock split, including the August 2025 Reverse Stock Split, may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our common stock does not increase in proportion to the reverse stock split ratio, or following such increase does not maintain or exceed such price, then our value, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of common stock outstanding following a reverse stock split.

Previous report

None.