IPO - NanoVibronix, Inc.

Form Type: 424B4

Filing Date: 2025-05-16

Corporate Action: Ipo

Type: New

Accession Number: 000164117225011182

Filing Summary: NanoVibronix, Inc. is conducting a firm commitment public offering of up to 400,000 shares of Series G Convertible Preferred Stock, accompanied by warrants that can purchase up to 4,901,982 shares of common stock at an exercise price of $2.04 per share. Each share of Preferred Stock sold in this offering will include one warrant. The offering price is set at $25 per share for the Preferred Stock and the corresponding warrant. A reverse stock split of 1-for-11 took place on March 13, 2025, affecting all common stock amounts. The annual interest rate on a previous promissory note issued by ENvue Medical Holdings LLC is 8.0%. The prospectus highlights a significant merger completed on February 14, 2025, resulting in the consolidation of operations under two subsidiaries: NanoVibronix Ltd. focused on biomedical devices and ENvue Medical Holdings LLC engaged in enteral feeding product development. A reversal of stockholder approvals regarding securities and certain offers also occurred throughout early 2025, including amendments to stock specifications further detailed within the document.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Ipo

Type: New

Accession Number: 000164117225011246

Filing Summary: On May 12, 2025, NanoVibronix, Inc. announced it entered into an underwriting agreement for a public offering of 400,000 shares of Series G Convertible Preferred Stock and accompanying warrants to purchase 4,901,982 shares of common stock. The offering closed on May 16, 2025, resulting in approximately $10 million in gross proceeds. The Preferred Stock has a par value of $0.001 and a stated value of $25, convertible under certain conditions at an initial conversion price of $2.04 per share. The offering proceeds will be used to redeem outstanding debentures and for general corporate purposes. Additionally, a Series X Certificate of Amendment was filed to increase shares of a non-voting preferred stock and adjust its conversion price to match the Preferred Stock. The Preferred Stock entitles holders to 9% cumulative dividends and is subject to full ratchet anti-dilution protections. The underwriters will receive a 7% discount on the proceeds, along with a fee for additional expenses. The offering details and terms of the securities were made available through a filed Registration Statement with the SEC.

Form Type: S-1/A

Filing Date: 2025-05-14

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225010173

Filing Summary: NanoVibronix, Inc. is amending its registration statement to offer 400,000 shares of Series G Convertible Preferred Stock and warrants to purchase up to 1,550,388 shares of common stock. The shares will be sold in a firm commitment public offering, with a combined public offering price expected to be around $25 per share. This follows a merger completed on February 14, 2025, with ENvue Medical Holdings, which is focused on enteral feeding devices. The document outlines details regarding the conversion of the preferred stock, pricing assumptions based on recent market values, and a reverse stock split implemented on March 13, 2025. The prospectus also mentions risks associated with the investment and the anticipated high demand for the new shares. Underwriters have been granted an option to purchase additional shares to cover over-allotments, ensuring the offering is sufficiently supported in the market. It is noted that there is no established market trading for the preferred shares or warrants, which may limit liquidity.

Form Type: S-1/A

Filing Date: 2025-05-12

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225009631

Filing Summary: On May 12, 2025, NanoVibronix, Inc. filed an amendment to its S-1 registration statement with the SEC related to a public offering of up to 400,000 shares of Series G Convertible Preferred Stock and warrants to purchase up to 1,550,388 shares of common stock. In conjunction with this offering, a significant merger was completed on February 14, 2025, where NanoVibronix merged with ENvue Medical Holdings Corp., which now operates through two wholly owned subsidiaries: NanoVibronix Ltd. and ENvue Medical Holdings LLC. Details regarding the preferred stock, including a conversion price of $6.45 per share and the accompanying warrants, were outlined, along with potential listing on Nasdaq for the preferred stock. An important aspect included a reverse stock split executed in March 2025 to adjust the stock structure prior to the offering. The filing emphasizes the concurrent risks and various conditions related to the company's financials and procedures for investing.

Form Type: S-1/A

Filing Date: 2025-04-22

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225005733

Filing Summary: On April 22, 2025, NanoVibronix, Inc. filed an amendment to its S-1 registration statement to offer up to 16,000 shares of Series G Convertible Preferred Stock along with warrants to purchase an additional 2,480,620 shares of common stock. The shares and warrants are sold together, and upon stockholder approval, these will be convertible at an initial price of $6.45 per share. The offering will conclude on April 30, 2025, unless terminated earlier. NanoVibronix also engaged Dawson James Securities, Inc. as the placement agent for this offering, agreeing to pay them an 8% commission on gross proceeds. Furthermore, the prospectus details a recent merger completed on February 14, 2025, bringing ENvue Medical Holdings LLC into its structure, along with mention of a 1-for-11 reverse stock split effective March 13, 2025. The document outlines risks and use of proceeds, indicating a plan to redeem Series X Preferred Stock. All share figures are modified post-split and are subject to market conditions at the offering's final pricing date.

Form Type: S-1

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000149315225006878

Filing Summary: NanoVibronix, Inc. is filing a registration statement for an initial public offering (IPO) of its securities under the Securities Act of 1933. The offering includes Series G Convertible Preferred Stock and Warrants to purchase common stock, with shares being offered in conjunction. The placement agent for this offering is Dawson James Securities, Inc., who will receive an 8.0% commission on gross proceeds. The offering aims to sell up to a specific number of shares, though there could be no minimum requirements on the amount offered, leading to variability in proceeds. The common stock is currently listed on the Nasdaq under the symbol 'NAOV', with a closing price of $0.466 on February 13, 2025. Key risks associated with investments in the securities are highlighted and must be carefully considered by potential investors.