NanoVibronix, Inc. (NASDAQ:NVBXU) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On March 23, 2017, NanoVibronix, Inc. (the Company) completed a
bridge financing, to which the Company received from an
accredited investor $100,000 of loan and issued to the investor a
convertible promissory note (the Note) in an aggregate principal
amount of $100,000 and a seven-year warrant (the Warrant) to
purchase an aggregate of 40,000 shares of common stock (the
Warrant Shares) at an exercise price of $5.90 per share (the
Exercise Price).

The principal amount and all accrued but unpaid interest on the
Note will become due and payable onthe date (the Maturity Date)
that is the earlier of the (i) 5-year anniversary of the date of
issuance, or (ii) the date the Company completes an equity
financing to which the Company issues and sells shares of capital
stock resulting in aggregate proceeds of at least $2,000,000 (a
Qualified Financing). The Note bears interest at a rate of 6% per
annum, payable on the Maturity Date. To the extent not previously
converted, on the Maturity Date, the investor will receive, at
the option of the investor, either (a) cash equal to the original
principal amount of the Note and interest then accrued and unpaid
thereon, or (b) shares of common stock or Series C Convertible
Preferred Stock of the Company, at a price per share equal to the
lesser of: (x) 80% of the amount equal to the quotient obtained
by dividing (i)the estimated value of the Company as of the
Maturity Date, as determined in good faith by the Companys board
of directors, by (ii)the aggregate number of outstanding shares
of the Companys common stock, as of the Maturity Date on a fully
diluted basis, and (y) $5.90 per share, as such amount may be
adjusted for any stock split, stock dividend, reclassification or
similar events affecting the capital stock of the Company. Upon
consummation of a Qualified Financing, the investor may elect to
have the outstanding principal and accrued but unpaid interest
thereon converted into shares of the same class and series of
equity securities sold in such Qualified Financing, provided that
the investor may elect to receive shares of Series C Convertible
Preferred Stock instead of shares of common stock, to the extent
that common stock are issued in such Qualified Financing, at a
price per share equal to the lesser of: (a) 80% of the price per
share at which such securities are sold in such Qualified
Financing and (b) $5.90 per share, as such amount may be adjusted
for any stock split, stock dividend, reclassification or similar
events affecting the Companys capital stock. If there is a change
of control and the Note has not been previously converted
otherwise, the investor may, at its option, (a) receive an amount
in cash equal to the sum of the original principal amount of the
Note and interest then accrued and unpaid thereon, or (b) convert
the Note and all accrued and unpaid interest thereon into shares
of common stock or Series C Convertible Preferred Stock of the
Company immediately prior to the closing of such change of
control transaction at a price per share equal to the lesser of:
(x) 80% of the amount equal to the quotient obtained by dividing
(i)the estimated value of the Company implied by the exchange
ratio set forth in the agreement governing such change of control
transaction, as determined in good faith by the Companys board of
directors, by (ii)the aggregate number of outstanding shares of
the Companys common stock, immediately prior to such change of
control on a fully diluted basis, and (y) $5.90 per share, as
such amount may be adjusted for any stock split, stock dividend,
reclassification or similar events affecting the Companys capital
stock.

The Warrant is immediately exercisable. The Warrant may be
exercised on a cashless basis if there is no effective
registration statement registering the resale of the Warrant
Shares after the six month anniversary of the issuance date of
the Warrant.The Exercise Price is adjustable for certain events,
such as distribution of stock dividends, stock splits or
fundamental transactions including mergers or sales of assets. A
holder of the Warrant will not have the right to exercise any
portion of the Warrant if the holder (together with its
affiliates) would beneficially own in excess of 9.99% of the
number of shares of the Companys common stock outstanding
immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms
of the Warrant. However, any holder may increase or decrease such
percentage to any other percentage not in excess of 9.99%,
provided that any increase in such percentage shall not be
effective until 61 days after such notice to the Company.

The foregoing descriptions of the Note and the Warrant are
qualified in their entirety by the full text of the form of each
document which are filed as Exhibits 10.1 and 10.2 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by
reference.

The information provided in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 2.03.

The issuances of the Note and the Warrant were exempt from the
requirements of the Securities Act of 1933, as amended, to an
exemption provided by Section 4(a)(2) thereof and Rule 506 of
Regulation D thereunder as transactions by an issuer not
involving a public offering. The information provided in Item
1.01 of this Current Report on Form 8-K is hereby incorporated by
reference into this Item 3.02.

(d) Exhibits

About NanoVibronix, Inc. (NASDAQ:NVBXU)

NanoVibronix, Inc. is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy. The Company’s products include PainShield, WoundShield and UroShield. Its products under development include Renooskin and Endotrachshield. The Company’s principal research and development activities are conducted in Israel, through its subsidiary, NanoVibronix (Israel 2003) Ltd. The Company operates in the United States, Europe and India, among others. The PainShield is a disposable patch-based therapeutic ultrasound technology to treat pain, muscle spasm and joint contractures by delivering a localized ultrasound effect to treat pain and induce soft tissue healing in a targeted area. The Company’s WoundShield system is a patch-based therapeutic ultrasound device that facilitates tissue regeneration and wound healing by using ultrasound to increase local capillary perfusion and tissue oxygenation.