SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2018
(Exact name of registrant as specified in its charter)
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|(Commission File Number)||(IRS Employer|
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Registrant’s telephone number, including area code: (914) 233-3004
|(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
|Item 5.08||Shareholder Director Nominations.|
To the extent applicable, the information set forth below under Item 8.01 is incorporated herein by reference.
|Item 8.01.||Other Events.|
On April 19, 2018, the board of directors of NanoVibronix, Inc. (the “Company”) set the date of the Company’s 2018 Annual Meeting of Stockholders as Wednesday, June 13, 2018, at 10:00 a.m. New York time, at the offices of Haynes and Boone, LLP, located at 30 Rockefeller Plaza, 26th Floor, New York, New York 10112 (the “2018 Annual Meeting”). Stockholders of record as of the close of business on April 20, 2018, will be entitled to notice of, and to vote at, the 2018 Annual Meeting.
The 2018 Annual Meeting is the Company’s first annual meeting as a public company. The Company has set a deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2018 Annual Meeting as April 30, 2018, which the Company believes is a reasonable time before it begins to print and distribute its proxy materials. In order to be considered timely, such stockholder proposals must be received by the Company’s Corporate Secretary at the address set forth below on or before the close of business on April 30, 2018, and comply with the procedures and requirements set forth in Rule 14a-8 under the Exchange Act and any applicable requirements of the Company’s Amended and Restated Bylaws.
A stockholder intending to submit a proposal outside the processes of Rule 14a-8 or to nominate persons for election to serve as a director of the Company, in each case in connection with the 2018 Annual Meeting must provide written notice of such proposal or nomination in accordance with the requirements set forth in the Company’s Amended and Restated Bylaws. To be considered timely, any such notice must be received by the Company’s Corporate Secretary not later than April 30, 2018.
All stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and all notices of other items of business or director nominations to be brought before the 2018 Annual Meeting must be directed to the Corporate Secretary, NanoVibronix, Inc., 525 Executive Blvd, Elmsford, NY 10523.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 20, 2018||By:||/s/ Stephen Brown|
|Name: Stephen Brown|
|Title: Chief Financial Officer|