Item 1.01. Entry into a Material Definitive Agreement.
On January 21, 2021, NanoVibronix, Inc. (the "Company") entered into letter
agreements (the "Letter Agreements") with certain existing accredited investors
to exercise certain outstanding warrants (the "Existing Warrants") to purchase
up to an aggregate of 1,205,967 shares of the Company's common stock at an
exercise price per share of $1.165 (the "Exercise"). Certain of the Existing
Warrants (the "Registered Existing Warrants") and the shares of common stock
underlying the Registered Existing Warrants have been registered pursuant to a
registration statement on Form S-3 (File No. 333-251264) and a registration
statement on Form S-1 (File No. 333-218871). In consideration for the exercise
of the Existing Warrants for cash, the exercising holders will receive new
unregistered warrants to purchase up to an aggregate of 1,205,967 shares of
common stock (the "New Warrants") at an exercise price of $1.04 per share and
with an exercise period of seven years from the initial closing date.
The gross proceeds to the Company from the Exercise are expected to be
approximately $1.4 million. The Company currently intends to use the net
proceeds from the Exercise for working capital and general corporate purposes.
The closing of the Exercise is expected to take place on or about January 22,
2021. The foregoing descriptions of the Letter Agreements and the New Warrants
are not complete and are qualified in their entirety by reference to the full
text of the form of Letter Agreement and the form of the New Warrant, copies of
which are attached as Exhibits 10.1 and 4.1, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 above is incorporated herein by reference. The New
Warrants described in Item 1.01 above will be issued in a private placement in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder and, along
with the shares of common stock issuable upon the exercise thereof, have not
been registered under the Securities Act, and may not be offered or sold in the
United States absent registration with the Securities and Exchange Commission or
an applicable exemption from such registration requirements.
This report shall not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state
or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
4.1 Form of New Warrant
10.1 Form of Letter Agreement
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