Full Press Release Details
Announces $6.0 Million Private Placement
N.Y., December 2, 2020 (Business Wire) - NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the
UroShield , PainShield and WoundShield Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, today
announced that it has entered into securities purchase agreements with certain institutional and accredited investors to raise
$6.0 million through the issuance of 8,571,429 shares of its common stock (or common stock equivalents) at a purchase price of
$0.70 per share in a private placement. The closing of the private placement is expected to occur on or about December 4, 2020,
subject to satisfaction of customary closing conditions.
Wainwright & Co., LLC acted as the sole placement agent for the offering.
Company intends to use the net proceeds for general corporate purposes.
offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly,
the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange
Commission covering the resale of the shares of common stock to be issued to the investors no later than 10 days after today and
to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event
no later than 90 days after today in the event of a "full review" by the Securities and Exchange Commission.
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of such state.
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 ,
UroShield and WoundShield , all of which are portable devices suitable for administration at home without assistance
of medical professionals. Additional information about NanoVibronix is available at: www.nanovibronix.com.
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, and include, among others, statements regarding the completion of the private placement, the satisfaction
of customary closing conditions related to the private placement and the intended use of net proceeds from the private placement;
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) the geographic, social and economic
impact of COVID-19 on the Company's ability to conduct its business and raise capital in the future when needed, (ii) market
acceptance of our existing and new products or lengthy product delays in key markets; (iii) negative or unreliable clinical trial
results; (iv) inability to secure regulatory approvals for the sale of our products; (v) intense competition in the medical device
industry from much larger, multinational companies,; (vi) product liability claims; (vii) product malfunctions; (viii) our limited
manufacturing capabilities and reliance on subcontractor assistance; (ix) insufficient or inadequate reimbursements by governmental
and/or other third party payers for our products; (x) our ability to successfully obtain and maintain intellectual property protection
covering our products; (xi) legislative or regulatory reform impacting the healthcare system in the U.S. or in foreign jurisdictions;
(xii) our reliance on single suppliers for certain product components, (xiii) 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; (xiv) our conducting business in foreign jurisdictions exposing us to additional challenges, such as,
e.g., 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; (xv) the timing, size and completion
of the private placement; and (xvi) 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.
Maas, Managing Principal, Hayden IR, LLC