NanoVibronix Announces Reverse Stock Split
Common Stock Will Begin Trading on Split-Adjusted Basis on August 12, 2025
At a special meeting of stockholders, as adjourned and held on July 17, 2025, the Company鈥檚 stockholders granted the Company鈥檚 Board of Directors the discretion to effect a reverse stock split of the Company鈥檚 common stock through an amendment to its Amended and Restated Certificate of Incorporation, as amended, at a ratio of not less than 1-for-2 and not more than 1-for-50, with such ratio to be determined by the Company鈥檚 Board of Directors.
At the effective time of the reverse stock split, every ten (10) shares of the Company鈥檚 issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It is not necessary for stockholders holding shares of the Company鈥檚 common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder鈥檚 percentage interest in the Company鈥檚 equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of the Company鈥檚 common stock outstanding from 7,968,868 shares to approximately 796,887 shares. Proportional adjustments will be made to the number of shares of the Company鈥檚 common stock issuable upon exercise or conversion of the Company鈥檚 equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price thereof. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company鈥檚 transfer agent, VStock Transfer, LLC, at (212) 828-8436.
About NanoVibronix, Inc.
NanoVibronix, Inc. (NASDAQ: NAOV) is a medical technology company advancing both non-invasive and minimally invasive solutions across clinical and home care settings. Headquartered in
- Acoustic-based therapeutic technologies, including PainShield庐 and UroShield庐, which utilize proprietary low-intensity surface acoustic wave (SAW) technology. These devices are intended for use in home or care settings and are designed to treat pain, reduce bacterial colonization, and disrupt biofilms.
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ENvue鈩� Navigation Platform, developed and operated by ENvue Medical, with offices in
Arlington Heights, Illinois , andTel Aviv, Israel , is a minimally invasive electromagnetic navigation system intended to assist clinicians in placing feeding tubes into the gastrointestinal tract. FDA 510(k) cleared for adult use, ENvue provides real-time bedside visualization of tube movement and supports informed decision-making during the placement procedure. Future platform expansion may include pediatric and vascular access applications.
NanoVibronix aims to advance standards in non-invasive therapy and minimally invasive navigation, with a commitment to patient safety, clinical usability, and technology innovation across a range of healthcare environments.
Forward-looking Statements
This press release contains 鈥渇orward-looking statements.鈥� Such statements may be preceded by the words 鈥渋ntends,鈥� 鈥渕ay,鈥� 鈥渨ill,鈥� 鈥減lans,鈥� 鈥渆xpects,鈥� 鈥渁nticipates,鈥� 鈥減rojects,鈥� 鈥減redicts,鈥� 鈥渆stimates,鈥� 鈥渁ims,鈥� 鈥渂elieves,鈥� 鈥渉opes,鈥� 鈥減otential鈥� 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鈥檚 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 effect that the reverse stock split may have on the price of the Company鈥檚 common stock; (ii) the Company鈥檚 ability to maintain its listing on the Nasdaq Capital Market; (iii) market acceptance of the Company鈥檚 existing and new products or lengthy product delays in key markets; (iv) negative or unreliable clinical trial results; (v) inability to secure regulatory approvals for the sale of the Company鈥檚 products; (vi) intense competition in the medical device industry from much larger, multinational companies; (vii) product liability claims; (viii) product malfunctions; (ix) the Company鈥檚 limited manufacturing capabilities and reliance on subcontractor assistance; (x) insufficient or inadequate reimbursements by governmental and/or other third party payers for the Company鈥檚 products; (xi) the Company鈥檚 ability to successfully obtain and maintain intellectual property protection covering its products; (xii) legislative or regulatory reform impacting the healthcare system in the
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Brett Maas, Managing Principal, Hayden IR, LLC
[email protected]
(646) 536-733
Source: NanoVibronix, Inc.