NanoVibronix Seeks Shareholder Approval for Dilutive Equity Issuance

TL;DR

**FEED is asking shareholders to greenlight significant dilution from a July 2025 private placement, which could crush existing equity value.**

AI Summary

NanoVibronix, Inc. (FEED) is holding its 2025 Annual Meeting of Stockholders on December 4, 2025, virtually at 10:00 a.m. Eastern Time. Key proposals include the election of five director nominees: Doron Besser, M.D., Zeev Rotstein, M.D., David Johnson, Nino Pionati, and Alison Geiger Burgett. Stockholders will also vote on the ratification of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm for fiscal year 2025. A significant proposal involves amending the 2024 Long-Term Incentive Plan to increase authorized shares, and another seeks approval for the issuance of common stock underlying convertible preferred stock and warrants from a July 2025 private placement, potentially exceeding 19.99% of outstanding common stock. The Board recommends a 'FOR' vote on all proposals. As of October 27, 2025, there were 1,011,102 shares of Common Stock outstanding, with Series G, H, and X Preferred Stock not entitled to vote.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines proposals that could significantly impact shareholder value, particularly the authorization of common stock issuance from a July 2025 private placement. If approved, this could lead to substantial dilution for existing shareholders, potentially exceeding 19.99% of current outstanding common stock, which is a red flag for competitive positioning. The proposed increase in the 2024 Long-Term Incentive Plan also suggests potential future dilution. Employees and customers may see indirect impacts through changes in company valuation and strategic direction, while the broader market will watch how NanoVibronix manages its capital structure and governance.

Risk Assessment

Risk Level: high — The filing explicitly states a proposal to authorize the issuance of shares of common stock underlying convertible preferred stock and warrants from a July 2025 private placement, in an amount equal to or in excess of 19.99% of common stock outstanding. This level of potential dilution, coupled with an amendment to increase shares for the 2024 Long-Term Incentive Plan, presents a high risk to current shareholder value.

Analyst Insight

Investors should carefully review the Issuance Proposal and Plan Amendment Proposal, as they indicate significant potential dilution. Consider voting against these proposals if you are concerned about the impact on your ownership stake and share price. Evaluate the terms of the July 2025 private placement for further insight.

Key Numbers

• December 4, 2025 — Annual Meeting Date (Date stockholders will vote on proposals)
• October 27, 2025 — Record Date (Date for determining eligible voters)
• 1,011,102 — Common Stock Shares Outstanding (Number of voting shares on Record Date)
• 19.99% — Potential Dilution Threshold (Issuance of common stock underlying convertible preferred stock and warrants may exceed this percentage of outstanding common stock)
• 5 — Director Nominees (Number of individuals proposed for election to the Board)
• July 2025 — Private Placement Date (Date of private placement involving convertible preferred stock and warrants)

Key Players & Entities

• NanoVibronix, Inc. (company) — Registrant
• Doron Besser, M.D. (person) — Chief Executive Officer and Director, Nominee for Board
• Zeev Rotstein, M.D. (person) — Nominee for Board
• David Johnson (person) — Nominee for Board
• Nino Pionati (person) — Nominee for Board
• Alison Geiger Burgett (person) — Nominee for Board
• Kost Forer Gabbay & Kasierer (company) — Independent Registered Public Accounting Firm
• Ernst & Young Global (company) — Member of accounting firm
• Nasdaq Listing Rule 5635(d) (regulator) — Rule governing share issuance
• $1,011,102 (dollar_amount) — Shares of Common Stock outstanding on Record Date

FAQ

Industry Context

NanoVibronix operates in the medical device sector, specifically focusing on therapeutic ultrasound technologies. The industry is characterized by innovation, regulatory hurdles, and competition from both established players and emerging companies. Trends include the increasing demand for non-invasive treatments and the integration of digital health solutions.

Regulatory Implications

The company must comply with regulations from bodies like the FDA for its medical devices. Amendments to incentive plans and stock issuances are subject to SEC regulations and stock exchange rules, particularly concerning potential dilution and shareholder approval thresholds.

What Investors Should Do

1. Review the proposals carefully, especially the amendment to the 2024 Long-Term Incentive Plan and the approval for stock issuance from the private placement, due to potential dilution.
2. Vote FOR the election of the five director nominees to ensure continuity and experienced leadership on the Board.
3. Vote FOR the ratification of Kost Forer Gabbay & Kasierer as the independent registered public accounting firm to maintain audit integrity.
4. Consider the potential dilutive impact of approving the issuance of common stock underlying convertible preferred stock and warrants, which may exceed 19.99% of outstanding shares.

Key Dates

• 2025-12-04: Annual Meeting of Stockholders — Stockholders will vote on key proposals including director elections, auditor ratification, and amendments to incentive plans.
• 2025-10-27: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-11-10: Proxy Statement and Proxy Card Distribution — Materials are sent to stockholders, informing them of the meeting and proposals.
• 2025-07-01: Private Placement — Issuance of convertible preferred stock and warrants, potentially leading to significant dilution.

Glossary

DEF 14A

A proxy statement filing required by the SEC for annual meetings of stockholders. (This document contains all the information about the upcoming annual meeting, proposals, and company information.)

Proxy

A written document designating another person to vote a stockholder's shares. (Stockholders can use a proxy to vote if they cannot attend the virtual meeting.)

Record Date

The specific date used to determine which stockholders are entitled to receive notice of and vote at a stockholders' meeting. (Establishes the pool of eligible voters for the December 4, 2025 meeting.)

Long-Term Incentive Plan

A plan designed to reward executives and employees for achieving long-term company goals, often through stock options or awards. (A proposal to amend the 2024 plan seeks to increase authorized shares, which could impact existing shareholders.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (The company is seeking approval for the issuance of common stock underlying this type of security from a recent private placement.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a predetermined price within a specified timeframe. (Similar to convertible preferred stock, these can lead to future dilution of common stock.)

Year-Over-Year Comparison

This filing indicates a significant focus on capital raising and equity dilution through a July 2025 private placement involving convertible securities and warrants. The proposal to increase authorized shares under the Long-Term Incentive Plan further suggests a need for future equity issuance. Specific comparative financial metrics from a prior filing are not detailed here, but the emphasis on these equity-related proposals points to potential strategic shifts or funding needs.

Filing Documents

• formdef14a.htm (DEF 14A) — 970KB
• formdef14a_001.jpg (GRAPHIC) — 7KB
• formdef14a_002.jpg (GRAPHIC) — 78KB
• formdef14a_003.jpg (GRAPHIC) — 84KB
• proxy_001.jpg (GRAPHIC) — 612KB
• proxy_002.jpg (GRAPHIC) — 437KB
• 0001493152-25-021353.txt ( ) — 4792KB
• naov-20241231.xsd (EX-101.SCH) — 6KB
• naov-20241231_def.xml (EX-101.DEF) — 10KB
• naov-20241231_lab.xml (EX-101.LAB) — 63KB
• naov-20241231_pre.xml (EX-101.PRE) — 44KB
• formdef14a_htm.xml (XML) — 127KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39 REPORT OF THE AUDIT COMMITTEE 41 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 42 PROPOSAL 3: APPROVAL OF NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN 44 PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 54 PROPOSAL NO. 5: ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE ONE OR MORE PROPOSALS PRESENTED AT THE ANNUAL MEETING 59 OTHER BUSINESS 60 SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS 60 i NanoVibronix, Inc. 969 Pruitt Place Tyler TX 75703 (914) 233-3004 PROXY FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 4, 2025 Unless the context otherwise requires, references in this proxy statement (this "Proxy Statement") to "we," "us," "our," "the Company," or "NanoVibronix" refer to NanoVibronix, Inc., a Delaware corporation, and its consolidated subsidiary as a whole. In addition, unless the context otherwise requires, references to "stockholders" are to the holders of our common stock. The accompanying proxy is solicited by the board of directors of the Company (the "Board") on behalf of NanoVibronix, Inc. to be voted at the 2025 annual meeting of stockholders of the Company (the "Annual Meeting") to be held virtually via a live webcast on the Internet on December 4, 2025, at 10:00 a.m. Eastern Time, at the Internet address and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement and accompanying form of proxy are dated November 10, 2025, and are expected to be first sent, given or made available to stockholders on or about November 10, 2025. If you held shares of our common stock at the close of bus

View Full Filing

View this DEF 14A filing on SEC EDGAR