Full Press Release Details
NanoVibronix Announces $2.4 Million Registered
Direct Offering Priced At-the-Market Under Nasdaq
ELMSFORD, N.Y, November 29, 2022 - NanoVibronix,
Inc. (NASDAQ: NAOV) (the "Company"), a medical device company utilizing the Company's proprietary and patented
low intensity surface acoustic wave (SAW) technology, today announced that it has entered into a securities purchase agreement with several
institutional investors for the purchase and sale, in a registered direct offering priced at-the-market under Nasdaq rules, of 4,800,000
shares of its common stock (or pre-funded warrants in lieu of thereof) at a purchase price of $0.50 per share (or pre-funded warrant
in lieu thereof). The offering is expected to close on or about December 1, 2022, subject to satisfaction of customary closing conditions.
The gross proceeds from the offering are expected
to be $2.4 million. The Company intends to use the net proceeds from the offering for general working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The securities described above are being offered and
sold by the Company in a registered direct offering pursuant to a "shelf" registration statement on Form S-3 (File No. 333-239965),
including a base prospectus previously filed with the Securities and Exchange Commission (the "SEC"), which was declared effective
on August 11, 2020. The offering is being made only by means of a prospectus supplement that forms a part of the effective registration
statement. A final prospectus supplement and the accompanying base prospectus relating to the offering will be filed with the SEC and
will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the
accompanying base prospectus may also be obtained, when available, from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor,
New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NanoVibronix, Inc.
NanoVibronix, Inc. (NASDAQ: NAOV) is a medical device
company headquartered in Elmsford, New York, with research and development in Nesher, Israel, focused on developing medical devices utilizing
its patented low intensity surface acoustic wave (SAW) technology. The proprietary technology allows for the creation of low-frequency
ultrasound waves that can be utilized for a variety of medical applications, including for disruption of biofilms and bacterial colonization,
as well as for pain relief. The devices can be administered at home without the assistance of medical professionals. The Company's
primary products include PainShield and UroShield , which are portable devices suitable for administration at home without assistance
of medical professionals. Additional information about NanoVibronix is available at: www.nanovibronix.com.
Forward-Looking Statements
This press release contains "forward-looking
statements." Such statements may be preceded by the words "intends," "may," "will," "plans,"
"expects," "anticipates," "projects," "predicts," "estimates," "aims,"
"believes," "hopes," "potential" or similar words. Forward-looking statements are not guarantees of
future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which
are beyond the Company's control, and cannot be predicted or quantified; consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance, are
based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's
control, and cannot be predicted or quantified, and include, among others, statements regarding the consummation of the registered direct
offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds
from the registered direct offering; consequently, actual results may differ materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) market acceptance of
our existing and new products or lengthy product delays in key markets; (ii) negative or unreliable clinical trial results; (iii) inability
to secure regulatory approvals for the sale of our products; (iv) intense competition in the medical device industry from much larger,
multinational companies; (v) product liability claims; (vi) product malfunctions; (vii) our limited manufacturing capabilities and reliance
on subcontractor assistance; (viii) insufficient or inadequate reimbursements by governmental and/or other third party payers for our
products; (ix) our ability to successfully obtain and maintain intellectual property protection covering our products; (x) legislative
or regulatory reform impacting the healthcare system in the U.S. or in foreign jurisdictions; (xi) our reliance on single suppliers for
certain product components, (xii) the need to raise additional capital to meet our future business requirements and obligations, given
the fact that such capital may not be available, or may be costly, dilutive or difficult to obtain; (xiii) our conducting business in
foreign jurisdictions exposing us to additional challenges, such as foreign currency exchange rate fluctuations, logistical and communications
challenges, the burden and cost of compliance with foreign laws, and political and/or economic instabilities in specific jurisdictions;
and (xiv) market and other conditions. More detailed information about the Company and the risk factors that may affect the realization
of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (SEC), including
the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read
these documents free of charge on the SEC's web site at: http://www.sec.gov. The Company assumes no obligation to publicly update
or revise its forward-looking statements as a result of new information, future events, or otherwise, except as required by law.
Investor Relations Contact:
Brett Maas, Managing Principal, Hayden IR, LLC