NanoVibronix Stockholders Approve Key Proposals in Special Meeting

NanoVibronix, Inc. (NASDAQ: NAOV) announced today that its stockholders approved all proposals presented at a special meeting held on February 24, 2025. The matters put to a vote pertained to amending the Company’s Amended and Restated Certificate of Incorporation to authorize, at the discretion of the Board, a potential reverse stock split; to approve the issuance of shares underlying certain warrants pursuant to a Securities Exchange Agreement dated January 7, 2025; and to consider an adjournment of the meeting, should further proxy solicitation have been deemed necessary.

Under the first proposal, stockholders were asked to authorize an amendment that would empower the Board of Directors, at its discretion and prior to the one-year anniversary of the approval, to implement a reverse stock split of all outstanding common shares at a ratio determined at a future date within a range from 1-for-2 to 1-for-11. The vote on the reverse stock split proposal resulted in 1,560,759 votes in favor, 674,302 against and 7,557 abstentions.

A second proposal sought approval for the issuance, under Nasdaq Listing Rule 5635(d), of additional common shares to be issued upon exercise of certain outstanding warrants – representing an aggregate amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the execution of the Exchange Agreement. This proposal received 417,111 votes in favor, 290,431 against and 6,803 abstentions, with an additional 1,528,273 broker non-votes.

A third proposal called for the adjournment of the Special Meeting to a later date if needed to permit additional proxy solicitation. Although this proposal garnered a favorable vote tally of 1,755,445 for, 482,828 against and 4,345 abstentions, no motion to adjourn was ultimately made, as the meeting was determined to have achieved sufficient participation on the matters at hand.

In addition to the reported voting results, the Company’s filing included an attached exhibit containing a comprehensive 4th Quarter and Full Year 2024 Earnings Presentation. The exhibit provided detailed financial information, which included record-setting results in terms of net sales, adjusted EBITDA, and free cash flow. Forward-looking statements within the presentation addressed the Company’s expectations for financial and operational performance, along with anticipated trends for 2025. The disclosure emphasized that the results are presented on both GAAP and non-GAAP bases, and noted that actual future results may vary materially from those projected.

NanoVibronix’s 8‑K report confirms that the final voting results for the proposals were approved as presented in the filing dated February 25, 2025. No further matters were voted on at the Special Meeting.

This filing reflects the Company’s ongoing strategy to optimize its capital structure and support its long-term operational and financial objectives.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NanoVibronix’s 8K filing here.

About NanoVibronix

NanoVibronix, Inc, through its subsidiary, NanoVibronix Ltd., focuses on the manufacture and sale of noninvasive biological response-activating devices that target biofilm prevention, wound healing, and pain therapy. Its product portfolio includes UroShield, an ultrasound-based product to prevent bacterial colonization and biofilm in urinary catheters, enhance antibiotic efficacy, and decrease pain and discomfort associated with urinary catheter use.