NAOV NanoVibronix Inc

 

 

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): November 29, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 29, 2023, NanoVibronix, Inc. (the “Company”), entered into an option cancellation and release agreement (collectively, the “Cancellation Agreements”) with each of Aurora Cassirer, Brian Murphy, Christopher Fashek, Harold Jacob, Maria Schroeder, Martin Goldstein, Michael Ferguson, Stephen Brown and Thomas Mika (collectively, the “Optionholders”), pursuant to which the parties agreed to cancel certain outstanding options to purchase an aggregate of 102,038 shares of common stock of the Company at exercise prices ranging from $8.94 to $51.40 per share (collectively, the “Cancelled Options”) previously granted to each of the Optionholders. In exchange for the cancellation of the Cancelled Options, the Company paid $1.00 to each Optionholder.

 

The foregoing summaries are not complete and are qualified in their entirety by reference to the full text of the Cancellation Agreements, which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, and 10.9 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Aurora Cassirer
10.2		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Brian Murphy
10.3		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Christopher Fashek
10.4		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Harold Jacob
10.5		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Maria Schroeder
10.6		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Martin Goldstein
10.7		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Michael Ferguson
10.8		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Stephen Brown
10.9		Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Thomas Mika
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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: December 4, 2023	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer

 

 

Exhibit 10.1

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Aurora Cassirer (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NANOVIBRONIX, INC.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer

 

	THE PARTICIPANT
	By:	/s/ Aurora Cassirer
	Name:	Aurora Cassirer

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
AURORA CASSIRER
Aurora Cassirer			2,500			$	8.94			09/13/2022
TOTAL			2,500

 

 

Exhibit 10.2

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Brian Murphy (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price of as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or ..pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Brian Murphy
	Name:	Brian Murphy

 

Signature Page to

Option Cancellation and Release Agreement

 

 

Exhibit 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
BRIAN MURPHY
Brian Murphy			1,875			$	8.94			8/14/2018
Brian Murphy			2,500			$	14.40			10/1/2020
Brian Murphy			10,000			$	16.80			12/23/2020
Brian Murphy			15,000			$	20.20			12/29/2021
TOTAL			29,375

 

 

 

Exhibit 10.3

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Christopher Fashek (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Christopher Fashek
	Name:	Christopher Fashek

 

Signature Page to Option

Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
CHRISTOPER FASHEK
Christopher Fashek			1,125			$	20.20			8/14/2018
Christopher Fashek			2,100			$	41.40			7/7/2020
Christopher Fashek			2,500			$	14.40			10/1/2020
Christopher Fashek			6,000			$	16.80			12/23/2020
Christopher Fashek			4,000			$	20.20			12/29/2021
TOTAL			15,725

 

 

 

Exhibit 10.4

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Harold Jacob (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Harold Jacob
	Name:	Harold Jacob

 

Signature Page to

Option Cancellation and Release Agreement

 

 

Exhibit 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
HAROLD JACOB
Harold Jacob			2,500			$	20.20			12/29/2021
Harold Jacob			2,500			$	8.94			9/13/2022
TOTAL			5,000

 

 

 

Exhibit 10.5

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Maria Schroeder (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1 by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Maria Schroeder
	Name:	Maria Schroeder

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
MARIA SCHROEDER
Maria Schroeder			2,500			$	8.94			9/13/2022
TOTAL			2,500

 

 

Exhibit 10.6

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Martin Goldstein (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Martin Goldstein
	Name:	Martin Goldstein

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
MARTIN GOLDSTEIN
Martin Goldstein							4,575			$	51.40
Martin Goldstein							1,125			$	32.00
Martin Goldstein							1,500			$	14.40
Martin Goldstein							3,000			$	16.80
Martin Goldstein							2,500			$	20.20
Martin Goldstein							2,500			$	8.94
TOTAL							10,625

 

 

Exhibit 10.7

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Michael Ferguson (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 per share (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer

 

	THE PARTICIPANT
	By:	/s/ Michael Ferguson
	Name:	Michael Ferguson

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
MICHAEL FERGUSON
Michael Ferguson			1,750			$	14.40			10/1/2020
Michael Ferguson			4,250			$	16.80			12/23/2020
Michael Ferguson			2,875			$	20.20			12/29/2021
Michael Ferguson			2,875			$	8.94			9/13/2022
Total			11,750

 

 

Exhibit 10.8

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Stephen Brown (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Brian Murphy
	Name:	Brian Murphy
	Title:	Chief Executive Officer
	THE PARTICIPANT
	By:	/s/ Stephen Brown
	Name:	Stephen Brown

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
STEPHEN BROWN
Stephen Brown							563			$	8.94
Stephen Brown							2,500			$	14.40
Stephen Brown							2,500			$	16.80
Stephen Brown							5,000			$	20.20
Total							10,563

 

 

Exhibit 10.9

 

OPTION CANCELLATION AND RELEASE AGREEMENT

 

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Thomas Mika (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

 

WHEREAS, the Company currently sponsors and maintains the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “Plan”);

 

WHEREAS, pursuant to the terms of a Nonqualified Stock Option Agreement, dated as per the attached Exhibit 1, by and between the Participant and the Company (the “Award Agreement”), the Company granted the Participant an award under the Plan of stock options as provided in Exhibit 1 at an Option Price as provided in Exhibit 1 (the “Options”);

 

WHEREAS, as of the Effective Date, the Option Price is significantly higher than the current Fair Market Value of a share of Common Stock, such that the net value of the Options to the Participant is $0.00; and

 

WHEREAS, in exchange for the Payment (defined below), the Company and the Participant mutually desire to cancel the Participant’s interests as to all of the Options (collectively, the “Underwater Options”), effective as of the Effective Date, so that on and after the Effective Date, the Award Agreement and the Participant’s interests as to the Underwater Options shall be cancelled, terminated, and of no further force or effect.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

 

CANCELLATION OF OPTIONS

 

1.1 Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

 

1.2 Payment. In exchange for the Participant’s agreement to cancel the Award Agreement, the Underwater Options, and any other rights, obligations, and liabilities of the Company granting the Participant the opportunity to acquire shares of Common Stock or other ownership interests of the Company in connection with the Underwater Options, and the release of claims set forth in Section 1.3 below, the Company agrees to pay the Participant $1.00, less all applicable withholdings and deductions, on the Company’s first regularly scheduled payroll date following the Effective Date (the “Payment”).

 

1.3 Release. In consideration of the Payment described in Section 1.2 above, effective as of the Effective Date, the Participant, for the Participant and the Participant’s successors and assigns forever, does hereby knowingly, voluntarily, unconditionally, and irrevocably compromise, settle, remise, acquit, waive, and fully and forever release and discharge the Company and its respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, obligations, remedies, rights, suits, damages, liabilities, sanctions, costs, attorneys’ fees, losses, debts, and expenses of any nature arising from or in connection with any rights to acquire securities of the Company pursuant to the Award Agreement or the Underwater Options (collectively, the “Releaser’s Claims”), whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Participant or the Participant’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof, provided that this Section 1.3 shall not apply to any of the obligations or liabilities of the Released Parties arising under or in connection with this Agreement. The Participant covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the released Releaser’s Claims which may have arisen at any time on or prior to the date hereof.

 

 

1.4 Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

 

1.5 Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Award Agreement or the Underwater Options, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, (c) the Participant has not assigned any rights related to the Award Agreement, the Underwater Options, or Releaser’s Claims to any other person or entity prior to Participant signing this Agreement; and (d) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into it voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

 

MISCELLANEOUS

 

2.1 Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

 

2.2 Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

2.3 Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

 

2.4 Execution. This Agreement may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

 

2.5 Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Award Agreement. In entering into this Agreement, the Participant has not relied on any representations by any of the Released Parties, except as expressly contained in this Agreement. Rather, the Participant has relied on his own judgment in entering into this Agreement.

 

2.6 Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of the laws of the State of Delaware that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

 

2.7 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address he most recently provided to the Company.

 

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

 

	NAnovibronix, inc.
	By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
	THE PARTICIPANT
	By:	/s/ Thomas Mika
	Name:	Thomas Mika

 

Signature Page to

Option Cancellation and Release Agreement

 

 

EXHIBIT 1

 

Outstanding Stock Options

 

Name		Options granted				Exercise price				Grant date
TOM MIKA
Tom Mika			1,500			$	32.00			7/13/2020
Tom Mika			3,000			$	8.94			9/13/2022
Tom Mika			2,000			$	14.40			10/1/2020
Tom Mika			4,500			$	16.80			12/23/2020
Tom Mika			3,000			$	20.20			12/29/2021
Total			14,000

 

v3.23.3

Cover	Nov. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2023
Entity File Number	001-36445
Entity Registrant Name	NanoVibronix, Inc.
Entity Central Index Key	0001326706
Entity Tax Identification Number	01-0801232
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Executive Blvd
Entity Address, City or Town	Elmsford
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10523
City Area Code	(914)
Local Phone Number	233-3004
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NAOV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---