NanoVibronix Inc美股招股说明书(2025-05-16版)

400,000 Shares of Series G Convertible Preferred Stock 4,901,982Shares of Common Stock Underlying the Series G Convertible Preferred Stock Up to 2,205,883 Shares of Common Stock Issuable Upon Payment of all Dividends Accrued on the Series G Convertible Preferred Stock Warrants to Purchase 4,901,982 Shares of Common Stock 4,901,982Shares of Common Stock Underlying the Warrants Representative’s Warrants to Purchase 245,099 Shares of Common Stock 245,099Shares of Common Stock Underlying the Representative’s Warrants This is a firm commitment public offering of up to an aggregate of 400,000 shares of our Series G Convertible Preferred Stock, par value $0.001 per share(the “Preferred Stock”) and warrants (the “Warrants”) to purchase up to 4,901,982 shares of our common stock, par value $0.001 per share. Each share ofPreferred Stock we sell in this offering will be accompanied by one Warrant to purchase one share of common stock. The shares of Preferred Stock andWarrants will be issued separately but can only be purchased together in this offering. The Preferred Stock and the Warrants will be convertible andexercisable, as the case may be, immediately upon issuance, and the Warrants will expire on the fifth anniversary of the initial issuance date. The PreferredStock will be convertible at an initial conversion price of $2.04 per share and the Warrants will be exercisable at an exercise price of $2.04 per share. Thisoffering also relates to the shares of common stock issuable from time to time upon the conversion of the Preferred Stock, payment of dividends accrued onthe Preferred Stock in shares of common stock upon conversion of the Preferred Stock, and the shares of common stock issuable upon exercise of theWarrants. We will have one closing for all the securities purchased in this offering. The combined public offering price per share of Preferred Stock and Warrant will befixed for the duration of this offering. Our common stock is listed on Nasdaq under the symbol “NAOV.” The closing price of our common stock on Nasdaq on May 13, 2025, was $3.99 pershare. All share and Warrant numbers are based on a combined public offering price of $25 per share of Preferred Stock and the accompanying Warrant and aconversion price of $2.04 per share, and an exercise price of $2.04 per share. There is no established trading market for the Preferred Stock or the Warrants,and we do not expect a market to develop. We do not intend to apply for a listing of the Preferred Stock or the Warrants on any securities exchange or othernationally recognized trading system. Without an active trading market, the liquidity of the Preferred Stock and the Warrants will be limited. On March 12, 2025, we filed a Certificate of Amendment (the “Certificate of Amendment”) to our Amended and Restated Certificate of Incorporation (asamended, the “Certificate of Incorporation”) with the Secretary of State of Delaware to effect a 1-for-11 reverse stock split of the shares of our commonstock, par value $0.001 per share, either issued and outstanding or held by us as treasury stock, effective as of 4:05 p.m. (Delaware time) on March 13, 2025(the “Reverse Stock Split”). All common stock share and per share amounts in this prospectus have been adjusted to give effect to the Reverse Stock Splitunless otherwise stated. You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully beforeyou invest in any of our securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of risks thatshould be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1) The per share price represents the combined public offering price for one share of Preferred Stock and a Warrant to purchase one share of common stock. (2) Represents an underwriting discount equal to 7.0% of the gross offering proceeds. We refer you to “Underwriting” beginning on page 19 for additionalinformation regarding total underwriting compensation. It is expected that delivery of the Preferred Stock and the Warrants offered hereby will be made against payment therefor on or about May 16, 2025. Dawson James Securities, Inc. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING5RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS12USE OF PROCEEDS14DILUTION15DIVIDEND POLICY16DESCRIPTION OF SECURITIES WE ARE OFFERING17UNDERWRITING19MATERIAL U.S. FEDERAL TAX CONSEQUENCES22EXPERTS28LEGAL MATTERS28INFORMATION INCORPORATED BY REFERENCE28WHERE YOU CAN FIND ADDITIONAL INFORMATION29UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS30FIN