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STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

The common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company.

 

Reverse stock splits

 

On February 8, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1 post-split share for every 20 pre-split shares. The Company’s common stock begin trading on a split-adjusted basis when the market opened on February 9, 2023 (the “2023 Reverse Stock Split”).

 

At the effective time of the 2023 Reverse Stock Split, every 20 shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account had their shares automatically adjusted to reflect the 2023 Reverse Stock Split. The 2023 Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the 2023 Reverse Stock Split resulted in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the 2023 Reverse Stock Split was rounded up to the nearest whole number of shares. Proportional adjustments were made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price thereof. On February 16, 2023, the Company rounded up fractional shares to its nearest whole number of 15,726 shares. On March 31, 2024, the Company rounded up fractional shares to its nearest whole number of 47 shares.

 

 

On March 13, 2025, the Company effected a 1-for-11 reverse stock split (the “2025 Reverse Stock Split” and together with the 2023 Reverse Stock Split, the “Reverse Stock Splits”).

 

As a result of the 2025 Reverse Stock Split, every 11 shares of issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the 2025 Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split was rounded up to the next whole number. The 2025 Reverse Stock Split reduced the number of shares of common stock outstanding from 8,716,327 shares to approximately 792,394 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized shares of common stock under the Company’s Amended and Restated Certificate of Incorporation, as amended remained unchanged at 40,000,000 shares.

 

All references in this Annual Report to the number of shares, price per share and weighted average number of shares of common stock outstanding prior to the Reverse Stock Splits have been adjusted to reflect the Reverse Stock Splits on a retroactive basis, unless otherwise noted.

 

Issuance of common stock for cash

 

Issuance of common stock for cash through private placement

 

On August 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of 16,363 shares (the “Common Shares”) of common stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 247,907 shares of common stock, with an exercise price of $0.0001 per share, A-1 Warrants (the “A-1 Warrants”) to purchase up to 264,271 shares of Common Stock, with an exercise price of $16.17 per share, and A-2 Warrants (the “A-2 Warrants” and together with the A-1 Warrants, the “Warrants” ) to purchase up to 264,270 shares of Common Stock with an exercise price of $16.17 per share. The A-1 Warrants are exercisable immediately upon issuance and expire March 1, 2029. The A-2 Warrants are exercisable immediately upon issuance and expire October 1, 2024. The combined purchase price for one Common Share and the accompanying Warrants was $18.92, and the combined purchase price for one Pre-Funded Warrant and the accompanying Warrants was $18.92.

 

The net proceeds to the Company from the Private Placement are approximately $4,215,000, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for general corporate purposes, including funding of our development programs, commercial planning and sales and marketing expenses, potential strategic acquisitions, general and administrative expenses and working capital.

 

H.C. Wainwright & Co., LLC (“Wainwright”) served as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of July 5, 2023, as amended, between us and Wainwright (the “Engagement Letter”). As part of Wainwright’s compensation, we issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 19,820 shares of Common Stock at an exercise price equal to $23.65 per share. The Placement Agent Warrants are exercisable immediately upon issuance and expire March 1, 2029.

 

 

Stock-based compensation and options

 

On February 28, 2014, stockholders approved the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”), which was adopted by the Board on February 19, 2014. As of December 31, 2022, under the 2014 Plan, 442,207 shares of our common stock were reserved for issuance. On February 9, 2023, the Company effected a one-for-twenty reverse stock split of common stock. Consequently, the number of shares of common stock of the Company reserved for issuance pursuant to awards under the 2014 Plan was reduced to 22,110 shares. As of December 31, 2023, there were 11,866 shares of common stock available to be issued under the plan.

 

On December 19, 2024, stockholders approved the NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”), as a successor to the Nanovibronix 2014 Long-Term Incentive Plan, which was adopted by the Board on November 6, 2023. As of December 31, 2024, under the 2024 Plan, 600,000 shares of our common stock were reserved for issuance. On March 14, 2025, the Company effected a one-for-eleven reverse stock split of common stock. Consequently, the number of shares of common stock of the Company reserved for issuance pursuant to awards under the 2024 Plan was reduced to 54,545 shares. As of December 31, 2024, there were 9,486 shares of common stock available to be issued under the plan.

 

During the years ended December 31, 2024, and 2023, 0 and 5,426 employee options were exercised, 34,818 and 7,273 options were granted, 0 and 9,584 options were forfeited and 3 and 368 options were expired, respectively. The options granted during 2024 and 2023 vest at different schedules ranging from date granted to 9 years and were recorded at fair values of approximately $226,000 and $87,000, respectively. The maximum contractual term for granted options is 10 years. During the years ended December 31, 2024, and 2023, stock-based compensation expense of approximately $356,000 and $293,000 was recorded for options that vested, respectively.

 

  

Shares Under

Options

  

Weighted

Average

Exercise Price

per Share

  

Weighted

Average

Remaining

Life (Years)

 
Outstanding – December 31, 2023   10,244   $13.10    8.41 
Granted   34,818    7.47    9.78 
Forfeited   -    -    - 
Expired   (3)   39.20    - 
Exercised   -    -    - 
Outstanding – December 31, 2024   45,059    3.50    9.24 
Exercisable – December 31, 2024   45,059    3.50    9.24 

 

The outstanding options had no aggregate intrinsic value as of December 31, 2024, and 2023. The intrinsic value is calculated as the difference between the exercise price and the market value of the shares on the balance sheet date. The market values based on the closing bid price as of December 31, 2024, and 2023 was $6.49 and $12.65, respectively.

 

The fair value for options granted in 2024 and 2023 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions:

 

   2024   2023 
Price at valuation   $ 6.71 – 9.90    $ 13.2 – 13.64 
Exercise price   $ 6.71 – 9.90    $ 13.2 – 13.64 
Risk free interest   4.14 – 4.42 %    3.83 – 4.42 % 
Expected term (in years)   5    5 
Volatility   128.4 – 132.8 %    133.1 – 133.6 % 

 

The total stock-based expense recognized in the financial statements for services received from employees and non-employees is shown in the following table.

 

   2024   2023 
   Year Ended 
   December 31, 
   2024   2023 
         
Research and development  $5,000   $6,000 
Selling and marketing   17,000    28,000 
General and administrative   334,000    259,000 
Total  $356,000   $293,000 

 

 

As of December 31, 2024, there was no unrecognized estimated compensation cost related to non-vested stock options granted prior to that date.

 

Warrants

 

On August 30, 2023, the Company granted (a) Pre-Funded Warrants to purchase up to 264,271 shares of Common Stock with an exercise price of $0.0001 per share, (b) A-1 Warrants to purchase up to 264,271 shares of Common Stock with an exercise price of $16.17 per share and (c) A-2 Warrants to purchase up to 264,271 shares of Common Stock with an exercise price of $16.17 per share, or a total of 776,448 warrants, in conjunction with the Private Placement disclosed above. The A-1 Warrants and A-2 Warrants are exercisable immediately upon issuance and expire on March 1, 2029 and October 1, 2024, respectively.

 

For the same Private Placement, the Company granted Placement Agent Warrants to Wainwright, or its designees, to purchase up to an aggregate of 19,820 shares of Common Stock at an exercise price equal to $23.65 per share. The Placement Agent Warrants are exercisable immediately upon issuance and expire March 1, 2029.

 

In estimating the warrants’ fair value, the Company used the following assumptions:

 

   2024   2023 
Risk free interest   -%   3.49%
Dividend yield   -%   -%
Volatility   -%   147.6%
Contractual term (in years)   -    5 

 

 

    Pre-RSS    Post - RSS 
    Warrants    Warrants 
Outstanding – December 31, 2022     2,389     2,389 
Granted     8,758,954     796,269 
Expired     -     - 
Cancelled     (203,977 )   (18,543)
Outstanding – December 31, 2023     8,633,229     780,115 
Granted     -     - 
Expired     (2,918,977 )   (265,362)
Exercised     (2,122,000 )   (192,910)
Cancelled     -     - 
Outstanding – December 31, 2024     3,592,252     321,843