UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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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).
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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 3.03. | Material Modification to Rights of Security Holders |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On July 8, 2025, NanoVibronix, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware, a certificate of correction (the “Certificate of Correction”) to the Company’s Certificate of Designation of the Preferences, Rights and Limitations of Series G Preferred Stock (the “Certificate of Designations”). The Certificate of Correction corrects an inadvertent typographical error in the definition of “Floor Price” in Section 1 of the Certificate of Designation, which should have been stated to be “$1.91” and was instead stated as “$1.02.” All other provisions of the Certificate of Designations remain unchanged.
The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 3.1 | Certificate of Correction to Certificate of Designation of the Preferences, Rights and Limitations of Series G Convertible Preferred Stock, dated July 8, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: July 9, 2025 | NANOVIBRONIX, Inc. | |
| By: | /s/ Doron Besser, M.D. | |
| Name: | Doron Besser, M.D. | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF correction
TO THE
CERTIFICATE OF DESIGNATION
OF
SERIES G CONVERTIBLE PREFERRED STOCK
OF
NANOVIBRONIX, Inc.
Pursuant to Section 103 of the
General Corporation Law of the State of Delaware
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does herby certify:
FIRST. The name of the corporation is NanoVibronix, Inc. (the “Company” or the “Corporation”).
SECOND. That a Certificate of Designation of Series G Convertible Preferred Stock (the “Certificate of Designation”) was filed by the Secretary of State of Delaware on May 15, 2025, and said Certificate of Designation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
THIRD. The inaccuracy or defect of the Certificate of Designation to be corrected is a typographical error in the definition of “Floor Price” in Section 1, whereby the Floor Price should have been stated to be “$1.91” and was instead stated as “$1.02”.
FOURTH. The definition of “Floor Price” in Section 1 is corrected in its entirety to read as follows (emphasis added):
“Floor Price” shall equal $1.91, which shall be 50% of the “Minimum Price” (as such term is defined in Rule 5635 of the Listing Rules of the Nasdaq Stock Market) on the date of the Underwriting Agreement (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Trading Market.”
FIFTH. All other provisions of the Certificate of Designation shall remain unchanged.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction as of the 8th day of July, 2025.
| NANOIBRONIX, Inc., | ||
| a Delaware corporation | ||
| By: | /s/ Doron Besser, M.D. | |
| Name: | Doron Besser, M.D. | |
| Title: | Chief Executive Officer | |
| 2 |