NanoVibronix, Inc. announced that it has entered into a definitive agreements for the purchase and sale of an aggregate of 2,906,977 shares of its common stock series A-1 warrants to purchase up to 2,906,977 shares of common stock and series A-2 warrants to purchase up to 2,906,977 shares of common stock at a purchase price of $1.72 per share of common stock and accompanying warrants for the gross proceeds of $5 million on August 30, 2023. The series A-1 warrants will have an exercise price of $1.47 per share, are immediately exercisable upon issuance and will expire five and one-half years from the date of issuance. The Series A-2 Warrants will have an exercise price of $1.47 per share, are immediately exercisable upon issuance and will expire thirteen months from the date of issuance.

The offer and sale of the securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. The transaction is expected to close on or about September 1, 2023, subject to the satisfaction of customary closing conditions. The company has received 13,546,513 pursuant to Regulation D and included participation from single investor.