UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10D [ ] Form N-CEN |
| [ ] Form N-CSR | |
| For Period Ended: December 31, 2020 |
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
For the Transition Period Ended: _____________________________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
NanoVibronix, Inc.
Full Name of Registrant
Former Name if Applicable
525 Executive Blvd.
Address of Principal Executive Office (Street and Number)
Elmsford, New York 10523
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| [X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
NanoVibronix, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) within the time period for the reasons described below.
As previously disclosed in the Company’s proxy statement filed with the SEC on March 3, 2021, the Company has scheduled a special meeting of stockholders (the “Special Meeting”) on March 31, 2021 to consider and act upon (i) a proposal to ratify an increase in the number of authorized shares of the Company’s common stock, $0.001 par value (“Common Stock”) from 20,000,000 to 24,109,635 shares, effective as of December 4, 2020, and to further ratify the issuance of such shares upon conversion and exercise of certain of the Company’s securities as described in the proxy statement (the “Share Increase Ratification”) and (ii) a proposal to increase the number of shares of Common Stock which the Company is authorized to issue to 45,000,000 shares.
The Company convened and immediately adjourned the Special Meeting to provide more time to solicit and obtain votes regarding the foregoing proposals. The Special Meeting is scheduled to reconvene on April 14, 2021.
As the results of the Special Meeting, including whether approval of the Share Increase Ratification is secured, will have a material impact on the Company’s disclosure in the Form 10-K and the financial statements included therein, the Company believes such information should be included in the Form 10-K at the time it is filed. Due to the adjournment of the Special Meeting and the related implications, the Company will be unable to complete and file the Form 10-K without unreasonable effort or expense.
The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b -25 promulgated under the Securities Exchange Act of 1934, as amended.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Brian Murphy | (914) | 233-3004 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes [X] No [ ] |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes [ ] No [X] | |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
NanoVibronix, Inc.
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 31, 2021 | By: | /s/ Brian Murphy | |
| Name: | Brian Murphy | |||
| Title: | Chief Executive Officer |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
