NanoVibronix, Inc.
For the period ended Jun 30, 2025. Filed Aug 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 19, 2025
FEED$1.03-69.3%Stored close · as of Sep 15, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-20.
0001641172-25-011788
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001641172-25-024854
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 19 previous paragraphs and 30 current paragraphs.
13 unchanged; 6 reworded; 11 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Risk Related to the August 2025 Reverse Stock Split
Current 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.
Current 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.
Current 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.
Current 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.
Current report
The August 2025 Reverse Stock Split may decrease the liquidity of our common stock.
Current 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.
Current 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.
Current report
The August 2025 Reverse Stock Split may lead to a decrease in our overall market capitalization.
Current 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.
Reworded paragraphs (6)
Previous wording
The Series X Certificate of Designations, as amended by the Series X Certificate of Amendment, contains certain provisions that may result in the reduction of the conversion price of the Series X Preferred Stock as a result of this offering. This feature may increase the number of shares of common stock being issuable upon conversion of the Series X Preferred Stock.
Current wording
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 wording
The Series X Certificate of Designations, as amended by the Series X Certificate of Amendment, contains certain provisions, which include, but are not limited to, provisions that require the lowering of the applicable conversion price of the Series X Preferred Stock to the conversion price of the Preferred Stock upon the closing of this offering. Upon the closing of this offering, we will be required, subject to certain limitations and adjustments as provided in the Certificate of Designations, to reduce the Series X Conversion Price to the conversion price of the Preferred Stock, which such adjustment will result in a greater number of shares of common stock being issuable upon conversion of the Series X Preferred Stock, which in turn will increase the dilutive effect of such conversions on existing holders of our common stock.
Current wording
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 wording
The Series G Certificate of Designations for the Series G Preferred Stock contains anti-dilution provisions that may result in the reduction of the conversion price for the Series G 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.
Current wording
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 wording
The Series G Certificate of Designations for our Series G Preferred Stock contains 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, 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 Floor Price (as defined in the Series G Certificate of Designations). As such, it is possible that we will not have sufficient available shares to satisfy the conversion of the Series G 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 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 is outstanding.
Current wording
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 wording
The Series G Preferred Stock provides for the payment of dividends in cash or in shares of our common stock, and we may not be permitted to pay such dividends in cash, which will require us to have shares of common stock available to pay the dividends.
Current wording
The Series G Preferred Stock provides for the payment of dividends in cash or in shares of our common stock, and we may not be permitted to pay such dividends in cash, and the Series H Preferred Stock provides for the payment of dividends in shares of our common stock, each which will require us to have shares of common stock available to pay the dividends.
Previous wording
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 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. The conversion price is subject to reduction if in the future we issue securities for less than the conversion price of our Series G Preferred Stock, provided, however, that the conversion price shall in no event be less than the Floor Price. As such, it is possible that we will not have sufficient available shares to pay the dividend in common stock, which would require the payment of the dividend in cash. 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.
Current wording
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.