エンビューメディカルの適時開示・その他・総会結果

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2025

NanoVibronix, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36445

01-0801232

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

969 Pruitt Ave Tyler, Texas		77569
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 233-3004

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NAOV		Nasdaq Capital Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on , on October 30, 2025, each of Christopher Fashek, Thomas Mika, Martin Goldstein, M.D. and Brian Murphy advised the Board of Directors (the “Board”) of NanoVibronix, Inc. (the “Company”) that they do not intend to stand for reelection and would retire from the Board and all committees thereto, effective immediately prior to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Immediately prior to the Annual Meeting, each of Christopher Fashek, Thomas Mika, Martin Goldstein, M.D., and Brian Murphy ceased to be directors of the Board and all committees thereto. Each of Messrs. Fashek, Mika, Goldstein and Murphy’s decision not to stand for reelection as directors of the Board was solely for personal reasons and did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

As reported below under Item 5.07 of this Current Report on Form 8-K, the Company held its Annual Meeting, at which the Company’s stockholders approved the first amendment to the NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “First Amendment”). The First Amendment further increases the number of shares of common stock, par value $0.001 per share (the “Common Stock”) available for issuance pursuant to awards under the Incentive Plan by an additional 1,200,000 shares of Common Stock, to a total of 1,205,454 shares of Common Stock.

For more information about the First Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 10, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The description of the First Amendment above and such portions of the Proxy Statement are qualified in their entirety by reference to the full text of the First Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 4, 2025, the Company held the Annual Meeting. As of the close of business on October 27, 2025, the record date for the Annual Meeting, there were 1,011,102 shares of Common Stock, outstanding and entitled to vote. Holders of the Company’s Common Stock with a total aggregate voting power of 430,514 votes were present in person or represented by proxy at the Annual Meeting. The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.

Proposal 1 - Election of Directors

A proposal to elect five nominees to serve on the Company’s Board, for a term of one year or until their respective successors are elected and qualified, for which the following were nominees: Doron Besser, M.D., David Johnson, Zeev Rotstein, M.D., Nino Pionati, and Alison Geiger Burgett. All nominees were elected to serve as directors. The results of the voting were as follows:

Nominees	Votes For	Withheld	Broker Non-Votes
Doron Besser, M.D.	68,322	14,295	347,897
David Johnson	68,884	13,733	347,897
Zeev Rotstein, M.D.	68,322	14,295	347,897
Nino Pionati	69,167	13,450	347,897
Alison Geiger Burgett	68,294	14,323	347,897

Proposal 2 - Ratification of Appointment of Auditor

A proposal to ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
414,595		7,639		8,280		N/A

Proposal 3 - Approval of the First Amendment to the NanoVibronix, Inc. 2024 Long-Term Incentive Plan

A proposal to approve the First Amendment to the NanoVibronix, Inc. 2024 Long-Term Incentive Plan. The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
44,462		36,765		1,390		347,897

Proposal 4 - Approval of the Issuance Proposal

A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company in a private placement in July 2025, in an amount equal to or in excess of 19.99% of Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions applicable to such convertible preferred stock). The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
44,647		34,703		3,267		347,897

Proposal 5 - Adjournment Proposal

A proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of any one or more of the proposals presented at the Annual Meeting (the “Adjournment Proposal”). The results of the voting were as follows:

For		Against		Abstentions		Broker Non-Votes
352,101		68,714		9,699		N/A

Although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the Annual Meeting was made because the adjournment of the Annual Meeting was determined not to be necessary or appropriate.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		First Amendment to the NanoVibronix, Inc. 2024 Long-Term Incentive Plan.
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.

	NANOVIBRONIX, INC.

Date: December 5, 2025	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

EX-10.1 2 ex10-1.htm EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO THE

NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN

This FIRST AMENDMENT TO THE NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 4, 2025, is made and entered into by NanoVibronix, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “Plan”).

RECITALS

WHEREAS, the Company sponsors and maintains the Plan in order to attract and retain the services of key employees, contractors, and outside directors of the Company and its subsidiaries;

WHEREAS, Article 9 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time and from time to time;

WHEREAS, the Company originally reserved 600,000 shares of Common Stock for issuance under the Plan, subject to adjustment and increase as provided under the terms of the Plan;

WHEREAS, the Company subsequently approved a 1-for-11 reverse stock split of the Company’s Common Stock, effective as of March 14, 2025, after which, and in accordance with Article 11 of the Plan, the number of shares of Common Stock reserved for issuance under the Plan was reduced to 54,545 shares of Common Stock;

WHEREAS, on August 11, 2025, the Company effected a 1-for-10 reverse stock split such that, after giving effect to the reverse stock split, there were 5,454 shares of Common Stock reserved for issuance pursuant to awards under the Plan;

WHEREAS, the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Section 5.1 of the Plan by an additional 1,200,000 shares of Common Stock; and

WHEREAS, the Board intends to submit this Amendment to the Company’s stockholders for their approval.

NOW, THEREFORE, in accordance with Article 9 of the Plan, the Company hereby amends the Plan as follows:

1. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:

5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12 and any increase by any Prior Plan Awards eligible for reuse pursuant to Section 5.2 below, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 1,205,454 shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. After the Effective Date, no awards may be granted under the Prior Plan.

2. This Amendment shall be effective on the date first set forth above. In the event stockholder approval of this Amendment is not obtained within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant to this Amendment shall not be available for grant as Incentive Stock Options.

3. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.

	NANOVIBRONIX, INC.

	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer