NanoVibronix Announces Results of Annual Meeting of Stockholders Held Today

Rhea-AI Summary

NanoVibronix, Inc. (NASDAQ: NAOV) held its 2022 annual stockholder meeting virtually, where several resolutions were passed. The Board of Directors now consists of eight members for a one-year term. A significant resolution passed allowing a reverse stock split of shares at a ratio between 1-for-2 and 1-for-50. Additionally, the 2014 Long-Term Incentive Plan was amended to increase the number of shares reserved by 1,518,000 shares. However, proposals to classify the Board and increase authorized shares were rejected.

Positive

• Election of eight directors to the Board for one year.
• Approval for a reverse stock split to enhance share price.
• Increase in shares reserved for the 2014 Long-Term Incentive Plan by 1,518,000.

Negative

• Proposals to classify the Board and increase authorized shares rejected.

ELMSFORD, N.Y.--(BUSINESS WIRE)-- NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical device company utilizing the Company’s proprietary and patented low intensity surface acoustic wave (SAW) technology, announced that the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) was held today virtually and broadcast live at www.virtualshareholdermeeting.com/NAOV2022.

The following resolutions submitted for stockholder approval were adopted:

• Election of the eight director nominees (Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D., Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder) to serve on the Company’s board of directors (the “Board”), for a term of one year or until their respective successors are elected and qualified.
• Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect, at the discretion of the Board but prior to the six-month anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement.
• Approval of an amendment to the NanoVibronix, Inc. 2014 Long-Term Incentive Plan, as amended, (the “2014 Plan”), to increase the aggregate number of shares of common stock of the Company reserved for issuance under the 2014 Plan by 1,518,000 shares to a total of 4,864,286 shares.
• Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
• A proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1-5.

The following resolutions submitted for stockholder approval did not pass:

• A proposal to approve an amendment to the Company’s Certificate of Incorporation to classify the structure of the Board to be designated Class I, Class II, and Class III with directors in each class to be elected for three-year terms.
• A proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 40,000,000 to 45,000,000 shares.

About NanoVibronix, Inc.

NanoVibronix, Inc. (NASDAQ: NAOV) is a medical device company headquartered in Elmsford, New York, with research and development in Nesher, Israel, focused on developing medical devices utilizing its patented low intensity surface acoustic wave (SAW) technology. The proprietary technology allows for the creation of low-frequency ultrasound waves that can be utilized for a variety of medical applications, including for disruption of biofilms and bacterial colonization, as well as for pain relief. The devices can be administered at home without the assistance of medical professionals. The Company’s primary products include PainShield® and UroShield®, which are portable devices suitable for administration at home without assistance of medical professionals. Additional information about NanoVibronix is available at: www.nanovibronix.com.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) market acceptance of our existing and new products or lengthy product delays in key markets; (ii) negative or unreliable clinical trial results; (iii) inability to secure regulatory approvals for the sale of our products; (iv) intense competition in the medical device industry from much larger, multinational companies; (v) product liability claims; (vi) product malfunctions; (vii) our limited manufacturing capabilities and reliance on subcontractor assistance; (viii) insufficient or inadequate reimbursements by governmental and/or other third party payers for our products; (ix) our ability to successfully obtain and maintain intellectual property protection covering our products; (x) legislative or regulatory reform impacting the healthcare system in the U.S. or in foreign jurisdictions; (xi) our reliance on single suppliers for certain product components, (xii) the need to raise additional capital to meet our future business requirements and obligations, given the fact that such capital may not be available, or may be costly, dilutive or difficult to obtain; (xiii) our conducting business in foreign jurisdictions exposing us to additional challenges, such as foreign currency exchange rate fluctuations, logistical and communications challenges, the burden and cost of compliance with foreign laws, and political and/or economic instabilities in specific jurisdictions; and (xiv) market and other conditions. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at: http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221215006042/en/

Investor Relations Contact:

Brett Maas, Managing Principal, Hayden IR, LLC

brett@haydenir.com

(646) 536-7331

Source: NanoVibronix, Inc.

FAQ

What resolutions were approved during NanoVibronix's 2022 annual meeting?

The resolutions included the election of eight directors, a reverse stock split, and an increase in shares for the 2014 Long-Term Incentive Plan.

What was the outcome of the reverse stock split proposal on NAOV?

The reverse stock split was approved to occur at a ratio between 1-for-2 and 1-for-50.

Did any proposals fail during the NanoVibronix annual meeting?

Yes, the proposals to classify the Board and increase the number of authorized shares were not approved.

Who were the elected directors for NAOV?

The elected directors are Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin Goldstein, Harold Jacob, Thomas Mika, Brian Murphy, and Maria Schroeder.

When was the NanoVibronix annual meeting held?

The annual meeting was held virtually today.