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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported): June 21, 2023

 

NanoVibronix, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36445   01-0801232

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

525 Executive Blvd

Elmsford, New York

   10523
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (914) 233-3004

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   NAOV   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 21, 2023, NanoVibronix, Inc. (the “Company”), held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on April 28, 2023, the record date for the Annual Meeting, there were 1,662,377 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote. The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2023.

 

Proposal 1 — Election of Directors

 

A proposal to elect eight nominees to serve on the Company’s board of directors (the “Board”), for a term of one year or until their respective successors are elected and qualified, for which the following are nominees: Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D., Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder. All nominees were elected to serve as directors. The results of the voting were as follows:

 

Nominees  Votes For   Withheld   Broker Non-Votes 
Aurora Cassirer   260,498    21,350    547,860 
Christopher Fashek   270,506    11,342    547,860 
Michael Ferguson   243,563    38,285    547,860 
Martin Goldstein, M.D.   270,607    11,241    547,860 
Harold Jacob, M.D.   270,624    11,224    547,860 
Thomas Mika   237,243    44,605    547,860 
Brian Murphy   267,992    13,856    547,860 
Maria Schroeder   270,274    11,574    547,860 

 

Proposal 2 — Ratification of Appointment of Auditor

 

A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Company’s stockholders approved Proposal 2. The results of the voting were as follows:

 

For   Against   Abstentions   Broker Non-Votes 
 673,739    153,422    2,547    0 

 

Proposal 3 — Adjournment Proposal

 

A proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposals 1 and 2. The Company’s stockholders approved Proposal 3. The results of the voting were as follows:

 

For   Against   Abstentions   Broker Non-Votes 
 744,905    82,423    2,380    0 

 

Although Proposal 3 received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Annual Meeting was determined not to be necessary or appropriate.

 

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NanoVibronix, Inc.
     
Date: June 21, 2023 By: /s/ Stephen Brown
    Name: Stephen Brown
    Title: Chief Financial Officer

 

 

 

 

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