Amended Current Report Filing (8-k/a)
October 09 2020 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 6, 2020
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-36445
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01-0801232
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(Commission
File Number)
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(IRS
Employer Identification No.)
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525
Executive Blvd., Elmsford, NY 10523
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (914) 233-3004
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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NAOV
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Nasdaq
Capital Market
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Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K amends and restates the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission, originally filed on October 8, 2020, solely to note the Company’s belief that NASDAQ
may require that the Company have enough stockholders’ equity (in excess of $2.5 million) that would enable the Company
to maintain stockholders’ equity of at least $2.5 million for up to 12 months, taking into account the Company’s historical
losses, current operations and plans, to regain compliance with Nasdaq Listing Rule 5550(b)(1).
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on August 5, 2020, NanoVibronix, Inc. (the “Company”) received notice from the Listing Qualifications
Staff of The Nasdaq Stock Market LLC (“NASDAQ”) indicating that the Company no longer satisfied the Nasdaq Listing
Rule 5550(b)(1) (the “Rule”), which requires listed companies to maintain stockholders’ equity of at least $2.5
million for continued listing on NASDAQ, and was therefore subject to delisting. In response, the Company timely requested a hearing
before the Nasdaq Hearings Panel (the “Panel”), which request stayed any further action by the Listing Qualifications
Staff. The hearing was held on September 24, 2020. To evidence compliance with the Rule, the Company believes that NASDAQ may
require that the Company have enough stockholders’ equity (in excess of $2.5 million) that would enable the Company to maintain
stockholders’ equity of at least $2.5 million for up to 12 months, taking into account the Company’s historical losses,
current operations and plans.
On
October 6, 2020, the Company received formal notice that the Panel had granted the Company’s request for an extension through
December 15, 2020 to evidence compliance with the Rule. The Company expects to timely satisfy the terms of the Panel’s decision;
however, there can be no assurance that it will be able to do so.
If
compliance with the Rule cannot be demonstrated by December 15, 2020, NASDAQ will provide written notification that the Company’s
common stock could be delisted. In such event, NASDAQ rules permit the Company to appeal any delisting determination to a NASDAQ
Hearings Panel. Accordingly, there can be no assurance that the Company will be able to regain compliance with the NASDAQ listing
rules or maintain its listing on the NASDAQ Capital Market. If the Company’s common stock is delisted, it could be more
difficult to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s
common stock could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.
Item
8.01 Other Events.
On
October 8, 2020, the Company issued a press release announcing that the Panel had granted the Company’s request for an extension
through December 15, 2020 to evidence compliance with the Rule. A copy of this press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Exhibit
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
*Previously
filed.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NANOVIBRONIX,
INC.
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Date:
October 9, 2020
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By:
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/s/
Stephen Brown
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Name:
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Stephen
Brown
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Title:
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Chief
Financial Officer
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