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OFFON

NANOVIBRONIX, INC.

(NAOV)
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NANOVIBRONIX, INC. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure (form 8-K)

08/17/2021 | 04:01pm EDT

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 17, 2021, NanoVibronix, Inc. (the "Company") held its 2021 annual meeting of stockholders (the "Annual Meeting"). As of the close of business on June 25, 2021, the record date for the Annual Meeting, there were (i) 24,109,634 shares of common stock, par value $0.001 per share ("Common Stock") outstanding and entitled to vote, (ii) 666,667 shares of Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock") outstanding and entitled to vote, and (iii) 875,000 shares of Series E Convertible Preferred Stock, par value of $0.001 per share ("Series E Preferred Stock," together with the Common Stock and Series C Preferred Stock, the "Capital Stock") outstanding and entitled to 495,751 votes on the proposals described below. The matters described below were submitted to a vote of the Company's stockholders at the Annual Meeting. Each proposal is described in detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 2, 2021 (the "Proxy Statement").

Proposal 1. A proposal to elect six directors to serve on the Company's board of directors for a term of one year or until their respective successors are elected and qualified, for which the following are nominees. The nominees, Brian Murphy, Christopher Fashek, Martin Goldstein, Harold Jacob, M.D., Michael Ferguson and Thomas R. Mika were elected to serve as directors. The results of the voting were as follows:



Nominees                  Votes For      Withheld       Broker Non-Votes
Brian Murphy               9,020,857        87,810              6,304,479
Christopher Fashek         8,927,265       181,402              6,306,479
Martin Goldstein, M.D.     8,998,413       110,254              6,306,479
Harold Jacob, M.D.         8,999,229       109,438              6,306,479
Michael Ferguson           8,896,778       211,889              6,306,479
Thomas R. Mika             8,883,030       225,637              6,306,479




Proposal 2. A proposal to approve an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the number of shares of the
Company's Common Stock authorized for issuance from 24,109,635 shares to
40,000,000 shares ("Proposal 2"). The Capital Stock voted together as a single
class and the Common Stock voted as a separate class. The results of the voting
were as follows:



 Capital Stock       Capital Stock       Capital Stock        Capital Stock
      For               Against           Abstentions       Broker Non-Votes
     14,051,582           1,258,092             105,472                     0




Common Stock       Common Stock       Common Stock        Common Stock
     For             Against          Abstentions       Broker Non-Votes
   12,889,164          1,258,092            105,472                     0










Proposal 3. A proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting were as follows:



    For          Against       Abstentions      Broker Non-Votes
  15,307,738       34,591            72,817                     0



Proposal 4. Approval, on an advisory basis, of the compensation paid to our named executive officers. The results of the voting were as follows:



    For          Against       Abstentions       Broker Non-Votes
  8,727,630       272,899           108,408              6,306,479




Proposal 5. Approval, on an advisory basis, of the frequency of future advisory
votes on the compensation paid to our named executive officers. The results of
the voting were as follows:



  1 year         2 year         3 year         Abstentions       Broker Non-Votes
  1,671,697       341,941       6,974,529           120,500              6,306,479



Proposal 6. A proposal to approve an adjournment of the Annual Meeting if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2. The results of the voting were as follows:



    For           Against       Abstentions      Broker Non-Votes
  14,363,829       703,176           348,141                     0



The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 7.01. Regulation FD Disclosure.

On August 17, 2021, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Exhibit Number   Description

99.1               NanoVibronix, Inc, Press Release dated August 17, 2021

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Financials (USD)
Sales 2020 0,62 M - -
Net income 2020 -4,33 M - -
Net cash 2020 7,11 M - -
P/E ratio 2020 -1,82x
Yield 2020 -
Capitalization 37,6 M 37,6 M -
EV / Sales 2019 37,8x
EV / Sales 2020 7,17x
Nbr of Employees 12
Free-Float 87,8%
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Managers and Directors
Brian M. Murphy Chief Executive Officer & Director
Stephen Russell Brown Chief Financial Officer
Christopher M. Fashek Chairman
Harold Jacob Director & Chief Medical Officer
Thomas R. Mika Independent Director
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