NanoVibronix, Inc. Files 8-K for Material Agreement

TL;DR

NVBX signed a material definitive agreement and reported other events on Sept 16, 2025.

AI Summary

On September 16, 2025, NanoVibronix, Inc. entered into a material definitive agreement. The company also reported other events on this date. Further details regarding the nature of these agreements and events are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity for NanoVibronix, Inc., potentially involving new contracts or strategic developments that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks for the company, but the lack of specific details makes a precise risk assessment difficult.

Key Players & Entities

• NanoVibronix, Inc. (company) — Registrant
• September 16, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NAOV Nasdaq Capital Marke
• $7.01 — ange Commission. The offering price was $7.01 per share of Common Stock and $7.009 pe
• $7.009 — was $7.01 per share of Common Stock and $7.009 per Prefunded Warrant, which is the pri
• $1.8 m — ds from the Offering were approximately $1.8 million, after deducting placement agent
• $0 — an initial exercise price per share of $0.001, subject to certain adjustments. Th

Filing Documents

• form8-k.htm (8-K) — 33KB
• ex4-1.htm (EX-4.1) — 106KB
• ex5-1.htm (EX-5.1) — 22KB
• ex10-1.htm (EX-10.1) — 250KB
• ex99-1.htm (EX-99.1) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 1KB
• 0001493152-25-013881.txt ( ) — 680KB
• naov-20250916.xsd (EX-101.SCH) — 3KB
• naov-20250916_lab.xml (EX-101.LAB) — 33KB
• naov-20250916_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 16, 2025, NanoVibronix, Inc. (the " Company ") entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) 74,114 shares (the " Shares ") of the Company's common stock, $0.001 par value per share (the " Common Stock "), and (ii) prefunded warrants (the " Prefunded Warrants ") to purchase up to 217,090 shares of Common Stock (the " Prefunded Warrant Shares ") in a registered direct offering (the " Offering "), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-273574), a base prospectus and prospectus supplement relating to the Offering (the " Prospectus Supplement "), in each case filed with the Securities and Exchange Commission. The offering price was $7.01 per share of Common Stock and $7.009 per Prefunded Warrant, which is the price of each share of Common Stock sold in the Offering, minus the $0.001 exercise price per Prefunded Warrant. The net proceeds from the Offering were approximately $1.8 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company currently plans to use the net proceeds from the Offering primarily for general working capital purposes, including repayment of certain outstanding indebtedness and/or redemption of certain outstanding preferred stock. The Prefunded Warrants have an initial exercise price per share of $0.001, subject to certain adjustments. The Prefunded Warrants may be exercised at any time until exercised in full, except that a holder (together with its affiliates) will not be entitled to exercise any portion of any Prefunded Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company's Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) o

01 Other Events

Item 8.01 Other Events On September 16, 2025, the Company issued a press release regarding the Offering described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit Number Description of Exhibit 4.1 Form of Prefunded Warrant, dated September 17, 2025. 5.1 Opinion of Haynes and Boone, LLP. 10.1 Form of Securities Purchase Agreement, dated September 17, 2025, by and between the Company and the purchaser thereto. 23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1). 99.1 Press Release, dated September 16, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: September 17, 2025 By: /s/ Doron Besser, M.D. Name: Doron Besser, M.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR