NanoVibronix Announces Distribution of Series F Preferred Stock to Holders of its Common Stock
14 September 2022 - 11:25PM
Business Wire
NanoVibronix, Inc. (NASDAQ: NAOV) (“Nano” or the “Company”), a
medical device company utilizing the Company’s proprietary and
patented low intensity surface acoustic wave (SAW) technology,
today announced that its Board of Directors declared a dividend of
one one-thousandth of a share of newly designated Series F
Preferred Stock, par value $0.001 per share, for each outstanding
share of the Company’s common stock held of record as of 5:00 p.m.
Eastern Time on October 14, 2022. The shares of Series F Preferred
Stock will be distributed to such recipients at 5:00 p.m. Eastern
Time on October 17, 2022. The outstanding shares of Series F
Preferred Stock will vote together with the outstanding shares of
the Company’s common stock, as a single class, exclusively with
respect to a reverse stock split, as well as any proposal to
adjourn any meeting of stockholders called for the purpose of
voting on the reverse stock split, and will not be entitled to vote
on any other matter, except to the extent required under the
Delaware General Corporation Law. Subject to certain limitations,
each outstanding share of Series F Preferred Stock will have
1,000,000 votes per share (or 1,000 votes per one one-thousandth of
a share of Series F Preferred Stock).
All shares of Series F Preferred Stock that are not present in
person or by proxy at the meeting of stockholders held to vote on
the reverse stock split as of immediately prior to the opening of
the polls at such meeting will automatically be redeemed by the
Company. Any outstanding shares of Series F Preferred Stock that
have not been so redeemed will be redeemed if such redemption is
ordered by the Company’s Board of Directors or automatically upon
the approval by the Company’s stockholders of an amendment to the
Company’s certificate of incorporation effecting the reverse stock
split at such meeting.
The Series F Preferred Stock will be uncertificated, and no
shares of Series F Preferred Stock will be transferable by any
holder thereof except in connection with a transfer by such holder
of any shares of the Company’s common stock held by such holder. In
that case, a number of one one-thousandths of a share of Series F
Preferred Stock equal to the number of shares of the Company’s
common stock to be transferred by such holder would be transferred
to the transferee of such shares of common stock.
Further details regarding the Series F Preferred Stock will be
contained in a report on Form 8-K to be filed by the Company with
the Securities and Exchange Commission.
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) the geographic, social and
economic impact of COVID-19 on the Company’s ability to conduct its
business and raise capital in the future when needed, (ii) market
acceptance of our existing and new products or lengthy product
delays in key markets; (iii) negative or unreliable clinical trial
results; (iv) inability to secure regulatory approvals for the sale
of our products; (v) intense competition in the medical device
industry from much larger, multinational companies; (vi) product
liability claims; (vii) product malfunctions; (viii) our limited
manufacturing capabilities and reliance on subcontractor
assistance; (ix) insufficient or inadequate reimbursements by
governmental and/or other third party payers for our products; (x)
our ability to successfully obtain and maintain intellectual
property protection covering our products; (xi) legislative or
regulatory reform impacting the healthcare system in the U.S. or in
foreign jurisdictions; (xii) our reliance on single suppliers for
certain product components; (xiii) 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; (xiv) 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 (xv) 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220914005626/en/
Investor Contacts: Brett Maas, Managing Principal, Hayden
IR, LLC brett@haydenir.com (646) 536-7331
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