NanoVibronix, Inc. (NASDAQ:NVBXU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on March 23, 2017, NanoVibronix, Inc.
(the Company) received from an accredited investor $100,000 of
loan and issued to the investor a convertible promissory note in
an aggregate principal amount of $100,000 and a seven-year
warrant to purchase an aggregate of 40,000 shares of common
stock, to a debt financing of up to $500,000 (the Bridge
Financing).
On May 3, 2017, the Company received from two accredited
investors $130,000 of loans and issued to the investors
convertible promissory notes (the Notes) in an aggregate
principal amount of $130,000 and seven-year warrants (the
Warrants) to purchase an aggregate of 52,000 shares of common
stock (the Warrant Shares) at an exercise price of $5.90 per
share (the Exercise Price), bringing the total raised to date in
the Bridge Financing to $230,000.
The principal amount and all accrued but unpaid interest on the
Notes will become due and payable on the 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 Notes bear interest at a rate of 6% per
annum, payable on the Maturity Date. To the extent not previously
converted, on the Maturity Date, each investor will receive, at
the option of the investor, either (a) cash equal to the original
principal amount of the Notes 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 investors 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
Notes have not been previously converted otherwise, the investors
may, at their option, (a) receive an amount in cash equal to the
sum of the original principal amount of the Notes and interest
then accrued and unpaid thereon, or (b) convert the Notes 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 Warrants are immediately exercisable. The Warrants 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 Warrants. 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 Warrants 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 Warrants. 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 Notes and the Warrants 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.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The issuances of the Notes and the Warrants 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Exhibit |
| 10.1 | Form of Note |
| 10.2 | Form of $5.90 Warrant |
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.