NAOV / NanoVibronix, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc. (E

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 11, 2025, and is entered into by and between Stephen Brown (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties” and each as a “Party.” This Agreement amends, restates, and super

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): August 11, 2025 NanoVibronix, Inc

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): August 11, 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

Securities and Exchange Commission

Exhibit 16.1 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 12 , 2025, to be filed by our former client, NanoVibronix, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ Zwick CPA, PLLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

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): August 8, 2025 NanoVibronix, Inc.

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): August 8, 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

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOVIBRONIX, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOVIBRONIX, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, NanoVibronix, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY: 1. The name of the corporation is NanoVibro

NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on August 12, 2025

Exhibit 99.1 NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on August 12, 2025 TYLER, TX, August 8, 2025 (Business Wire) — NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in non-invasive therapeutic devices, today announced that it intends to effect a reverse stock split of its common

EX-10.1

Exhibit 10.1

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): July 24, 2025 NanoVibronix, Inc.

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): July 24, 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 N

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): July 18, 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 N

nanovibronix, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES H CONVERTIBLE PREFERRED STOCK

Exhibit 3.1 nanovibronix, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES H CONVERTIBLE PREFERRED STOCK The undersigned, Doron Besser does hereby certify that: 1. He is the Chief Executive Officer, of NanoVibronix, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue 11,000,000 shares of preferred stock, 5,397,780 of which hav

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC.

Exhibit 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

Submission of Matters to a Vote of Security Holders

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): July 17, 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 N

Other Events

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): July 11, 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 N

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): July 8, 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 Nu

CERTIFICATE OF correction TO THE CERTIFICATE OF DESIGNATION SERIES G CONVERTIBLE PREFERRED STOCK NANOVIBRONIX, Inc. Pursuant to Section 103 of the General Corporation Law of the State of Delaware

Exhibit 3.1 CERTIFICATE OF correction TO THE CERTIFICATE OF DESIGNATION OF SERIES G CONVERTIBLE PREFERRED STOCK OF NANOVIBRONIX, Inc. Pursuant to Section 103 of the General Corporation Law of the State of Delaware The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does herby certify: FIRST. The name of the corporation is NanoVibronix,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): June 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 Nu

NanoVibronix Announces CEO Transition

Exhibit 99.1 NanoVibronix Announces CEO Transition TYLER, TEXAS – June 4, 2025 – NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in therapeutic devices, today announced the retirement of Brian Murphy as Chief Executive Officer, effective immediately. The Company’s Board of Directors has appointed Doron Besser, CEO of ENvue Medical Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc. (

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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): May 12, 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 Nu

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock.

Exhibit 3.1 Certificate of Amendment of Certificate of Designations of PREFERENCES, RIGHTS AND LIMITATIONS OF Series X NON-VOTING Convertible Preferred Stock of NANOVIBRONIX, INC. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (

Certificate of Designation of the Preferences, Rights and Limitations of Series G Convertible Preferred Stock.

Exhibit 3.2 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NANOVIBRONIX, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in acco

NanoVibronix, Inc. 400,000 Shares of Series G Convertible Preferred Stock 4,901,982 Shares of Common Stock Underlying the Series G Convertible Preferred Stock Up to 2,205,883 Shares of Common Stock Issuable Upon Payment of all Dividends Accrued on th

Filed Pursuant to Rule 424(b)(4) Registration No. 333-284973 Prospectus NanoVibronix, Inc. 400,000 Shares of Series G Convertible Preferred Stock 4,901,982 Shares of Common Stock Underlying the Series G Convertible Preferred Stock Up to 2,205,883 Shares of Common Stock Issuable Upon Payment of all Dividends Accrued on the Series G Convertible Preferred Stock Warrants to Purchase 4,901,982 Shares o

Underwriting Agreement, by and between the Company and Dawson James Securities, Inc., dated as of May 14, 2025.

Exhibit 1.1 400,000 SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 4,901,982 SHARES OF COMMON STOCK), AND 4,901,982 COMMON Warrants (exercisable for 4,901,982 shares of common stock) of NANOVIBRONIX, INC. UNDERWRITING AGREEMENT May 14, 2025 Dawson James Securities, Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 101 North Federal Highway

NanoVibronix Announces Pricing of $10 Million Public Offering of Preferred Stock and Warrants

Exhibit 99.1 NanoVibronix Announces Pricing of $10 Million Public Offering of Preferred Stock and Warrants TYLER, TX – May 15, 2025 – NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in therapeutic devices, today announced the pricing of an underwritten public offering of approximately 400,000 shares of the Company’s Series G Convertibl

Form of Common Warrant issued on May 16, 2025.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: May 16, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exerc

Form of Amendment Agreement, dated as of May 12, 2025, by and among the Company and the holders party thereto.

Exhibit 10.1 Amendment AGREEMENT This Amendment Agreement (this “Agreement”), dated as of May 12, 2025, is by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature pages attached hereto (the “Holder”). WITNESSETH Whereas, in connection with that that certain Agreement and Plan of Merger, dated as of February 14, 2025, by and among the Compan

Form of Representative’s Warrant issued on May 16, 2025.

Exhibit 4.2 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: May 16, 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432 May 14, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NanoVibronix, Inc. Registration Statement on Form S-1/A File No. 333-284973 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations

NanoVibronix, Inc. 969 Pruitt Place Tyler TX 75703

NanoVibronix, Inc. 969 Pruitt Place Tyler TX 75703 May 14, 2025 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Jane Park Re: NanoVibronix, Inc. Registration Statement on Form S-1 Originally filed on February 14, 2025, as amended on April 22, 2025, April 29, 2025, May 12, 2025, and Ma

Form of Amendment Agreement, by and among the Company and the holders party thereto.

Exhibit 10.81 Amendment AGREEMENT This Amendment Agreement (this “Agreement”), dated as of [ ], 2025, is by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature pages attached hereto (the “Holder”). WITNESSETH Whereas, in connection with that that certain Agreement and Plan of Merger, dated as of February 14, 2025, by and among the Company,

Consolidated Secured Note issued by ENvue Medical Holdings LLC to Alpha Capital Anstalt on January 28, 2025.

Exhibit 10.80 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXCHANGE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION S

Form of Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock.

Exhibit 3.12 Certificate of Amendment of Certificate of Designations of PREFERENCES, RIGHTS AND LIMITATIONS OF Series X NON-VOTING Convertible Preferred Stock of NANOVIBRONIX, INC. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock

Form of Certificate of Designations of Series G Convertible Preferred Stock

Exhibit 3.13 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NANOVIBRONIX, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in acc

Form of Underwriting Agreement.

Exhibit 1.1 [ ] SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO [ ] SHARES OF COMMON STOCK), AND [ ] COMMON Warrants (exercisable for [ ] shares of common stock) of NANOVIBRONIX, INC. UNDERWRITING AGREEMENT [ ], 2025 Dawson James Securities, Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 101 North Federal Highway – 6th Floor Boca Raton,

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NanoVibronix, Inc.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

Form of Warrant.

Exhibit 4.21 COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise D

As filed with the Securities and Exchange Commission on April 29, 2025

As filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

Form of Underwriting Agreement.

Exhibit 1.1 [ ] SHARES OF SERIES G CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO [ ] SHARES OF COMMON STOCK), AND [ ] COMMON Warrants (exercisable for [ ] shares of common stock) of NANOVIBRONIX, INC. UNDERWRITING AGREEMENT [ ], 2025 Dawson James Securities, Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 101 North Federal Highway – 6th Floor Boca Raton,

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NanoVibronix, Inc.

Form of Representative’s Warrant.

Exhibit 4.22 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: , 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth

Form of Certificate of Designations of Series G Convertible Preferred Stock

Exhibit 3.12 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NANOVIBRONIX, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in acc

Form of Securities Purchase Agreement.

Exhibit 10.80 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Certificate of Designations of Series G Convertible Preferred Stock

Exhibit 3.12 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NANOVIBRONIX, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in acc

As filed with the Securities and Exchange Commission on April 22, 2025

As filed with the Securities and Exchange Commission on April 22, 2025 Registration No.

Form of Merger Pre-Funded Warrant

Exhibit 4.20 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NanoVibronix, Inc.

Form of Warrant.

Exhibit 4.21 COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exerc

Form of Placement Agent Warrant.

Exhibit 4.22 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Issue Date: , 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder A

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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): April 9, 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 N

Guaranty, dated as of April 11, 2025, by and between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2025).

Exhibit 10.1 GUARANTY THIS GUARANTY (this “Guaranty”) is made as of April 11, 2025, by NanoVibronix, Inc., a Delaware corporation (“Guarantor”), in favor of Alpha Capital Anstalt, having an address at c/o LHX Corp., 510 Madison Avenue, Suite 1401, New York, NY 10022 (together with each of their respective successors and assigns, collectively, “Lender”). RECITALS: A. ENvue Medical Holdings, Corp. (

Form of Promissory Note, dated as of April 11, 2025, issued by ENvue Medical Holdings LLC to Alpha Capital Anstalt (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2025).

Exhibit 4.1 PROMISSORY NOTE April 11, 2025 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, ENvue Medical Holdings, Corp. (“Borrower”), hereby unconditionally, promises to pay to the order of each Lender identified on Exhibit A attached hereto, or its assigns (each a “Noteholder” and together the “Noteholders”, and collectively with Borrower, the “Parties”), the princi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 1, 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 N

Exhibit 4.17

Exhibit 4.17 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2025, NanoVibronix, Inc., a Delaware corporation (“we,” “our” and the “Company”) has its common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description is intended as a summary and is qua

Amended and Restated Senior Convertible Debenture Due the Earlier of the Trigger Date and November 13, 2025 (incorporated by reference to Exhibit 10.78 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025).

Exhibit 10.78 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

List of Subsidiaries.

Exhibit 21.1 NANOVIBRONIX, INC. Subsidiaries of the Registrant State or Other Jurisdiction of Incorporation NanoVibronix Ltd. Israel ENvue Medical Holdings LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc. (Exact

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): March 14, 2025 NanoVibronix, Inc.

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): March 14, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

Successful Independent Study of the NanoVibronix UroShield® Device Published in the Australian and New Zealand Continence Journal UroShield Cited as Effective in Preventing CAUTIs and Blockages, Having a Major Impact on Quality of Life and Reducing H

Exhibit 99.1 Successful Independent Study of the NanoVibronix UroShield® Device Published in the Australian and New Zealand Continence Journal UroShield Cited as Effective in Preventing CAUTIs and Blockages, Having a Major Impact on Quality of Life and Reducing Healthcare Resource Costs ELMSFORD, N.Y., March 14, 2025 (Business Wire) — NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical te

NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on March 14, 2025

Exhibit 99.1 NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on March 14, 2025 TYLER, TX, March 12, 2025 (Business Wire) — NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in non-invasive therapeutic devices, today announced that it intends to effect a reverse stock split of its common

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

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): March 12, 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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of NanoVibronix, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOVIBRONIX, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, NanoVibronix, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY: 1. The name of the corporation is NanoVibro

Submission of Matters to a Vote of Security Holders

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): February 24, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Calculation of Filing Fee Tables Form S-1 (Form Type) NanoVibronix, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NanoVibronix, Inc.

ENVUE MEDICAL HOLDINGS, CORP. (FORMERLY ENVIZION HOLDINGS CORP.) INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 ENVUE MEDICAL HOLDINGS, CORP. (FORMERLY ENVIZION HOLDINGS CORP.) INDEX TO FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Reports of Independent Auditors (PCAOB ID: 1281) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-5 Consolidated Statements of Shareholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Fi

Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 3.1 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law The undersigned, Brian Murphy, does hereby certify that: 1. He is the Chief Executive Officer of NanoVibronix, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is autho

Consolidated Secured Note issued by ENvue Medical Holdings LLC to Alpha Capital Anstalt on January 17, 2025 (incorporated by reference to Exhibit 10.80 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 10.80 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXCHANGE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION S

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands

Exhibit 99.2 Unaudited Consolidated Financial Statements Interim Consolidated Balance Sheets F-2 Interim Consolidated Statements of Operations F-4 Interim Consolidated Statements of Stockholders’ Equity F-5 Interim Consolidated Statements of Cash Flows F-6 Notes to the Interim Consolidated Financial Statements F-7 F-1 INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands Successo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): February 14, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Form of Debenture (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

NanoVibronix, Inc. Announces Acquisition of ENvue Medical Holdings, Corp.

Exhibit 99.4 NanoVibronix, Inc. Announces Acquisition of ENvue Medical Holdings, Corp. ELMSFORD, N.Y., February 14, 2025 (Business Wire) — NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical technology company specializing in non-invasive therapeutic devices, today announced the completion of the acquisition of ENvue Medical Holdings Corp. (“ENvue”) (the “Acquisition”), a privately-held,

Form of Registration Rights Agreement, dated as of February 13, 2025, by and between the Company and the purchaser named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS You should read the unaudited pro forma condensed combined financial statements presented below in conjunction with NanoVibronix’s consolidated financial statements and related notes beginning on page F-1 of this prospectus and ENvue’s consolidated financial statements and related notes beginning on page F-34 of this prospect

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

Amendment to Consolidated Secured Note (incorporated by reference to Exhibit 10.82 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 10.82 Amendment to Consolidated Secured Note This Amendment No. 1 (the “Amendment”) to the Consolidated Secured Note (this “Note”) dated as of February 13, 2025, is by and between ENvue Medical Holdings, Corp. (“ENvue”) and Alpha Capital Anstalt (“Alpha”). RECITALS WHEREAS, ENvue has issued the Note on January 17, 2025, in the principal amount of $2,467,308.20; and WHEREAS, the Maturity Da

Agreement and Plan of Merger, dated as of February 14, 2025, by and among NanoVibronix, Inc., NVEH Merger Sub I, Inc., NVEH Merger Sub II, LLC and ENvue Medical Holdings, Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among NANOVIBRONIX, INC., a Delaware corporation; NVEH MERGER SUB I, INC., a Delaware corporation; NVEH MERGER SUB II, LLC, a Delaware limited liability company; and ENVUE MEDICAL HOLDINGS, CORP., a Delaware corporation Dated as of February 14 , 2025 Table of Contents Page ARTICLE I DESCRIPTION OF TRANSACTION 2 Section 1.1 The Merge

Form of Securities Purchase Agreement, dated as of February 13, 2025, by and between the Company and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025).

Exhibit 10.1 Securities PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2025, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2025).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 7, 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

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2025).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2025).

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of January 7, 2025, by and between NanoVibronix, Inc. (the “Issuer”) and (the “Holder”), in its capacity as the holder of the Prior Warrant (as defined below). RECITALS WHEREAS, Holder is the record and beneficial owner of a warrant, issued on September 1, 2023 (the “Prior Warrant”

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): January 6, 2025 NanoVibronix, Inc

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): January 6, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

NanoVibronix Announces Completion of Pilot Phase of Clinical Study of UroShield® at the University of Michigan Research expected to advance to ‘Full Study’ phase in 2025

Exhibit 99.1 NanoVibronix Announces Completion of Pilot Phase of Clinical Study of UroShield® at the University of Michigan Research expected to advance to ‘Full Study’ phase in 2025 ELMSFORD, N.Y., January 6, 2025 (Business Wire) — NanoVibronix, Inc. (NASDAQ: NAOV) (the “Company”), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Port

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 19, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

NanoVibronix, Inc. 2024 Long-Term Incentive Plan.

Exhibit 10.1 NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN The NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of NanoVibronix, Inc., a Delaware corporation (the “Company”), on November 6, 2023 (the “Board Approval Date”), to be effective as of the date the Plan is approved by the Company’s stockholders (the “Effective Date”). ARTICLE 1 PURPOS

2024 Annual Stockholder Meeting Presentation.

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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 19, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

NanoVibronix Secures $12 Million Minimum Purchase Commitment for PainShield with Extension of Distribution Agreement Extends Relationship with Ultra Pain Products, Inc for Distribution of PainShield for Five Years

Exhibit 99.1 NanoVibronix Secures $12 Million Minimum Purchase Commitment for PainShield with Extension of Distribution Agreement Extends Relationship with Ultra Pain Products, Inc for Distribution of PainShield for Five Years ELMSFORD, N.Y., December 11, 2024 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company that produces the UroShield®, PainShield® an

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 11, 2024 NanoVibronix, I

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 11, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 19, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

NAOV / NanoVibronix, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-naov093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NanoVibronix, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 63008J603 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 8, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

Shareholder Director Nominations

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): October 2, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 20, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission F

Employment Agreement, dated as of September 20, 2024, by and between Stephen Brown and NanoVibronix, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 25, 2024).

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 20, 2024, and is entered into by and between Stephen Brown (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” RECITALS WHEREAS, the Executive is currently employed as the Chief Financial Officer (“CFO”) of the Com

Employment Agreement, dated as of September 20, 2024, by and between Brian Murphy and NanoVibronix, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 25, 2024).

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 20, 2024, and is entered into by and between Brian Murphy (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” RECITALS WHEREAS, the Executive is currently employed as the Chief Executive Officer (“CEO”) of the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc (Ex

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): May 16, 2024 NanoVibronix, Inc. (

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): May 16, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File Nu

NanoVibronix Issues Letter to Stockholders

Exhibit 99.1 NanoVibronix Issues Letter to Stockholders TYLER, TEXAS, May 16, 2024 (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 issued a letter to its stockholders from its Chief Executive Officer, Brian Murphy, providing a review of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoV

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 10, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

NanoVibronix Issues Letter to Stockholders

Exhibit 99.1 NanoVibronix Issues Letter to Stockholders ELMSFORD, N.Y., April 9, 2024 (Business Wire) - NanoVibronix, Inc., (NASDAQ: NAOV)(“NanoVibronix”), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, today issued a letter to stockholders from its Chief Executive Officer, Brian Murphy, provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoV

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 9, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File N

Research Agreement, dated October 1, 2023, by and between NanoVibronix Inc. and the Regents of the University of Michigan (incorporated by reference to Exhibit 10.76 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 8, 2024).

Exhibit 10.76

Compensation Recovery Policy, adopted by the Board of Directors on November 6, 2023

Exhibit 97.1 NANOVIBRONIX, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of NanoVibronix, Inc. (the “Company”) is hereby adopted as of November 6, 2023 in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1. Recovery Requirement Subject to Section 4 of this Poli

Standalone Services Agreement, dated March 22, 2024, by and between NanoVibronix, Inc. and Veranex, Inc. (incorporated by reference to Exhibit 10.75 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 8, 2024).

Exhibit 10.75 STANDALONE SERVICES AGREEMENT Veranex Project ID: OG15162PDOP26261RevB This Standalone Services Agreement (the “Agreement”), effective as of the date of last signature hereto (“Effective Date”), is between Nanovibronix Inc., a New York corporation with a place of business at 969 Pruitt Avenue, Tyler, Texas 77569 (“Client”), and Veranex, Inc., a Delaware corporation with a principal p

Description of Securities

Exhibit 4.15 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of May 14, 2020, NanoVibronix, Inc., a Delaware corporation (“we,” “our” and the “Company”) has its common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description is intended as a summary and is quali

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

NanoVibronix Signs Agreement for Research and Development of Next Generation PainShield and UroShield Efforts Focused on Adding Therapeutic Functionality and Reducing Costs

Exhibit 99.1 NanoVibronix Signs Agreement for Research and Development of Next Generation PainShield and UroShield Efforts Focused on Adding Therapeutic Functionality and Reducing Costs ELMSFORD, N.Y., March. 28, 2024 (Business Wire) – NanoVibronix, Inc. (Nasdaq: NAOV) (“NanoVibronix” or the “Company”), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Aco

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 22, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

US63008J6038 / NANOVIBRONIX INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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): January 17, 2024 NanoVibronix, In

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): January 17, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

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): January 17, 2024 NanoVibronix, In

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): January 17, 2024 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

Letter from Marcum LLP to the Securities and Exchange Commission dated December 11, 2023 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2023).

Exhibit 16.1 December 11, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by NanoVibronix, Inc. under Item 4.01 of its Form 8-K dated December 11, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of NanoVibronix, Inc. contained

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 6, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Maria Schroeder (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.5 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Maria Schroeder (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such term

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Christopher Fashek (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.3 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Christopher Fashek (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such t

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Thomas Mika (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.9 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Thomas Mika (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Martin Goldstein (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.6 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Martin Goldstein (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such ter

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Michael Ferguson (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.7 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Michael Ferguson (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such ter

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Brian Murphy (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.2 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Brian Murphy (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 29, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Aurora Cassirer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.1 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Aurora Cassirer (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such term

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Harold Jacob (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.4 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Harold Jacob (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms i

Option Cancellation and Release Agreement, dated November 29, 2023, by and between NanoVibronix, Inc. and Stephen Brown (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities Exchange Commission on December 4, 2023).

Exhibit 10.8 OPTION CANCELLATION AND RELEASE AGREEMENT This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Stephen Brown (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

NanoVibronix Announces Agreement for Clinical Study of UroShield at the University of Michigan Gathering Additional Clinical Evidence to Support Application to FDA for Permanent Clearance

Exhibit 99.1 NanoVibronix Announces Agreement for Clinical Study of UroShield at the University of Michigan Gathering Additional Clinical Evidence to Support Application to FDA for Permanent Clearance ELMSFORD, N.Y., Nov. 28, 2023 (Business Wire) – NanoVibronix, Inc. (Nasdaq: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Port

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 28, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

NanoVibronix Regains Nasdaq Compliance

Exhibit 99.1 NanoVibronix Regains Nasdaq Compliance ELMSFORD, N.Y., Nov. 21, 2023 (Business Wire) - NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company that produces the UroShield® and PainShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, today announced that on November 20, 2023, the Company received official notice from The Nasdaq Stock Market

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): November 20, 2023 NanoVibronix, I

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): November 20, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

NanoVibronix Issues Letter to Shareholders

Exhibit 99.1 NanoVibronix Issues Letter to Shareholders ELMSFORD, N.Y., November 14, 2023 (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 issued a letter to shareholders from its Chief Executive Officer, Brian Murphy, providing a revie

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): November 14, 2023 NanoVibronix, I

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): November 14, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, In

Second Amendment to the Amended and Restated Distribution Agreement for “Private-Labled” Products dated December 10, 2020 by and between NanoVibronix, Inc. and Ultra Pain Products Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023).

Exhibit 10.1

NanoVibronix UroShield Products Available on NHS Drug Tariff Effective November 1 Receives Stocking Order from U.K. Distribution Partner in Anticipation of Increasing Demand

Exhibit 99.1 NanoVibronix UroShield Products Available on NHS Drug Tariff Effective November 1 Receives Stocking Order from U.K. Distribution Partner in Anticipation of Increasing Demand ELMSFORD, N.Y., Nov. 7, 2023 (Business Wire) – NanoVibronix, Inc. (Nasdaq: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Portable Ultrasonic

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 7, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

NanoVibronix Gains Approval for Inclusion of UroShield Products in NHS Prescription Services’ Drug Tariff Establishes Reimbursement for UroShield Actuators Enabling Increased Distribution to NHS Patients NHS Supply Chain Contract Extended for Complet

Exhibit 99.1 NanoVibronix Gains Approval for Inclusion of UroShield Products in NHS Prescription Services’ Drug Tariff Establishes Reimbursement for UroShield Actuators Enabling Increased Distribution to NHS Patients NHS Supply Chain Contract Extended for Complete UroShield System ELMSFORD, N.Y., Sept. 27, 2023 (Business Wire) – NanoVibronix, Inc. (Nasdaq: NAOV), a medical device company that prod

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): September 27, 2023 NanoVibronix,

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): September 27, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission F

September 21, 2023

September 21, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.

NanoVibronix, Inc. 8,956,955 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-274482 PROSPECTUS NanoVibronix, Inc. 8,956,955 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 8,956,955 shares of our common stock, par value $0.001 per share. These 8,956,955 shares of common stock consist of: ● 180,000 shares of common stock (the “PI

NanoVibronix, Inc. 525 Executive Boulevard Elmsford, New York 10523

NanoVibronix, Inc. 525 Executive Boulevard Elmsford, New York 10523 September 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission Washington, D.C. 20549 Attention: Nicholas O’Leary Re: NanoVibronix, Inc. Registration Statement on Form S-3 Filed on September 12, 2023 File No. 333

As Filed with the Securities and Exchange Commission on September 12, 2023

As Filed with the Securities and Exchange Commission on September 12, 2023 Registration No.

Calculation of Filing Fee.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 NanoVibronix, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Ini

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): September 6, 2023 NanoVibronix, I

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): September 6, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

NanoVibronix Announces Presentation of Positive Independent Testing Results of UroShield at ICS Annual Meeting Dr. Sandra Wilks to Present Findings from University of Southampton Study in Toronto

Exhibit 99.1 NanoVibronix Announces Presentation of Positive Independent Testing Results of UroShield at ICS Annual Meeting Dr. Sandra Wilks to Present Findings from University of Southampton Study in Toronto ELMSFORD, N.Y., September 6, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wa

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement, dated August 30, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

NanoVibronix Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 NanoVibronix Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules ELMSFORD, N.Y., August 30, 2023 (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 definitive agre

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): August 30, 2023 NanoVibronix, Inc

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): August 30, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

Form of Registration Rights Agreement, dated August 30, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag

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): August 30, 2023 NanoVibronix, Inc

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): August 30, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

NanoVibronix Cites Positive Results from Independent Testing of UroShield University of Southampton Study Reports Positive Outcomes in Lab and Patient Testing

Exhibit 99.1 NanoVibronix Cites Positive Results from Independent Testing of UroShield University of Southampton Study Reports Positive Outcomes in Lab and Patient Testing ELMSFORD, N.Y., August 30, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeuti

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): August 29, 2023 NanoVibronix, Inc

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): August 29, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

NanoVibronix Responds to CMS’ Determination for PainShield

Exhibit 99.1 NanoVibronix Responds to CMS’ Determination for PainShield ELMSFORD, N.Y., August 29, 2023 (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 provided a response to the recently published payment determination by the Centers

NanoVibronix Applies for Inclusion of UroShield Products in NHS Prescription Services’ Drug Tariff Listing enables Reimbursement and Increased Distribution for NHS patients

Exhibit 99.1 NanoVibronix Applies for Inclusion of UroShield Products in NHS Prescription Services’ Drug Tariff Listing enables Reimbursement and Increased Distribution for NHS patients ELMSFORD, N.Y., August 28, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Portable Ultraso

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): August 28, 2023 NanoVibronix, Inc

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): August 28, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

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): August 22, 2023 NanoVibronix, Inc

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): August 22, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

NanoVibronix Extends Distribution Agreement with Its Largest Distributor for PainShield and PainShield Plus Extension Provides for Guaranteed Purchase Minimums

Exhibit 99.1 NanoVibronix Extends Distribution Agreement with Its Largest Distributor for PainShield and PainShield Plus Extension Provides for Guaranteed Purchase Minimums ELMSFORD, N.Y., August 23, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc (Ex

NanoVibronix, Inc. 525 Executive Boulevard Elmsford, New York 10523

NanoVibronix, Inc. 525 Executive Boulevard Elmsford, New York 10523 August 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission Washington, D.C. 20549 Attention: Abby Adams Re: NanoVibronix, Inc. Registration Statement on Form S-3 Filed on August 1, 2023 File No. 333-273574 (the “

As filed with the Securities and Exchange Commission on August 7, 2023

As filed with the Securities and Exchange Commission on August 7, 2023 Registration No.

Form of Securities Purchase Agreement

Exhibit 10.43 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Pre-Funded Warrant

Exhibit 4.12 PREFUNDED COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc. Warrant Shares: Issue Date: , 2023 Initial Exercise Date: , 2023 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Common Warrant

Exhibit 4.13 COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc. Warrant Shares: Issue Date: , 2023 Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth

As filed with the Securities and Exchange Commission on August 1, 2023

As filed with the Securities and Exchange Commission on August 1, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NanoVibronix, Inc.

Form 8-K

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): July 19, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File N

Filing Fee Table

EXHIBIT 107 EX-FILING FEES Calculation of Filing Fee Tables S-1 (Form Type) NANOVIBRONIX, INC.

Power of Attorney (previously filed as part of the signature page to the Registrant’s Registration Statement on Form S-1 filed on July 17, 2023)

As filed with the Securities and Exchange Commission on July 17, 2023 Registration No.

Submission of Matters to a Vote of Security Holders

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): June 21, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File N

NanoVibronix Announces Distribution Agreement with Sports Medicine Supplier Mio-Guard National Athletic Trainers’ Association (NATA) Expo

Exhibit 99.1 NanoVibronix Announces Distribution Agreement with Sports Medicine Supplier Mio-Guard PainShield MD on Exhibit at Mio-Guard Booth #1700 at the National Athletic Trainers’ Association (NATA) Expo ELMSFORD, N.Y., June 14, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company that produces the UroShield®, PainShield® and WoundShield® Surface Acoustic Wave (S

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): June 14, 2023 NanoVibronix, Inc.

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): June 14, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File N

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): May 23, 2023 NanoVibronix, Inc. (

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): May 23, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File Nu

Letter to Shareholders dated May 18, 2023 (furnished pursuant to Item 7.01)

Exhibit 99.1 NanoVibronix Issues Letter to Shareholders ELMSFORD, N.Y., May 18, 2023 (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 issued a letter to shareholders from its Chief Executive Officer, Brian Murphy, providing a review of

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): May 18, 2023 NanoVibronix, Inc. (

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): May 18, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File Nu

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): May 18, 2023 NanoVibronix, Inc. (

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): May 18, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File Nu

NanoVibronix Issues Letter to Shareholders

Exhibit 99.1 NanoVibronix Issues Letter to Shareholders ELMSFORD, N.Y., May 18, 2023 (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 issued a letter to shareholders from its Chief Executive Officer, Brian Murphy, providing a review of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc (E

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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): April 19, 2023 NanoVibronix, Inc.

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): April 19, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, Inc. (Exact

Description of Securities

Exhibit 4.15 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of May 14, 2020, NanoVibronix, Inc., a Delaware corporation (“we,” “our” and the “Company”) has its common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description is intended as a summary and is quali

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

NanoVibronix Receives Positive Final Results of Independent Lifecycle Testing of PainShield Prompted by Centers for Medicare and Medicaid Services (CMS) All functionalities proven to be within testing performance criteria

Exhibit 99.1 NanoVibronix Receives Positive Final Results of Independent Lifecycle Testing of PainShield Prompted by Centers for Medicare and Medicaid Services (CMS) All functionalities proven to be within testing performance criteria ELMSFORD, N.Y., March 28, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company utilizing the Company’s proprietary and

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 28, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

NanoVibronix Files Provisional U.S. Patent Application for UroShield Ultra Next Generation Device Configured with Multiple Frequencies to Enhance Product Performance and Effectiveness

Exhibit 99.1 NanoVibronix Files Provisional U.S. Patent Application for UroShield Ultra Next Generation Device Configured with Multiple Frequencies to Enhance Product Performance and Effectiveness ELMSFORD, N.Y., March 21, 2023 (Business Wire) - NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company utilizing the Company’s proprietary and patented low intensity surface acoust

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): March 21, 2023 NanoVibronix, Inc.

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): March 21, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

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): March 14, 2023 NanoVibronix, Inc.

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): March 14, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission File

NanoVibronix Announces Positive Results from Independent Product Trial of UroShield for Patients with a Spinal Cord Injury Evaluators concluded that UroShield has the potential to improve quality of life and reduce healthcare associated costs

Exhibit 99.1 NanoVibronix Announces Positive Results from Independent Product Trial of UroShield for Patients with a Spinal Cord Injury Evaluators concluded that UroShield has the potential to improve quality of life and reduce healthcare associated costs ELMSFORD, N.Y., March 14, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company utilizing the Comp

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): February 28, 2023 NanoVibronix, I

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): February 28, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

NanoVibronix Regains Nasdaq Compliance

EX-99.1 2 ex99-1.htm Exhibit 99.1 NanoVibronix Regains Nasdaq Compliance ELMSFORD, N.Y., March 3, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company that produces the UroShield® and PainShield® Surface Acoustic Wave (SAW) Portable Ultrasonic Therapeutic Devices, today announced that on February 28, 2023, the Company received official notice from The

NanoVibronix to Launch Rental Program for PainShield and UroShield Program Will Bring Greater Convenience and Accessibility to Patients

Exhibit 99.1 NanoVibronix to Launch Rental Program for PainShield and UroShield Program Will Bring Greater Convenience and Accessibility to Patients ELMSFORD, N.Y., February 22, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company utilizing the Company's proprietary and patented low intensity surface acoustic wave (SAW) technology, today announced that it intends to

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): February 22, 2023 NanoVibronix, I

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): February 22, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): February 8, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report filed with the Securities and Exchange Commission on February 8, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NANOVIBRONIX, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, NanoVibronix, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY: 1. The name of the corporation is NanoVibro

NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on February 9, 2023

Exhibit 99.1 NanoVibronix Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on February 9, 2023 ELMSFORD, N.Y., February 8, 2023 (Business Wire) — 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 intends to eff

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 18, 2023 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

NanoVibronix Provides Update on Expanding Access to PainShield Receives Positive Interim Results of Lifecycle Testing Enactment of Federal ‘NOPAIN Act’ Could Be a Catalyst

Exhibit 99.1 NanoVibronix Provides Update on Expanding Access to PainShield Receives Positive Interim Results of Lifecycle Testing Enactment of Federal ‘NOPAIN Act’ Could Be a Catalyst ELMSFORD, N.Y., January 18, 2023 (Business Wire) — NanoVibronix, Inc., (NASDAQ: NAOV) (the “Company”), a medical device company utilizing the Company’s proprietary and patented low intensity surface acoustic wave (S

NANOVIBRONIX ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS HELD TODAY

Exhibit 99.1 NANOVIBRONIX ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS HELD TODAY ELMSFORD, N.Y, December 15, 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, announced that the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) was held

Fourth Amendment to the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2022)

Exhibit 10.1 FOURTH AMENDMENT TO THE NANOVIBRONIX, INC. 2014 LONG-TERM INCENTIVE PLAN This FOURTH AMENDMENT TO THE NANOVIBRONIX, INC. 2014 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 15, 2022, 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 here

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 15, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Form of Securities Purchase Agreement, dated November 29, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2022)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2022, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

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): November 29, 2022 NanoVibronix, I

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): November 29, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

NanoVibronix Announces $2.4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

EX-99.1 5 ex99-1.htm Exhibit 99.1 NanoVibronix Announces $2.4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules 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 securi

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2020).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

NanoVibronix, Inc. 4,800,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-239965 PROSPECTUS SUPPLEMENT (To prospectus dated August 11, 2020) NanoVibronix, Inc. 4,800,000 Shares of Common Stock We are offering 4,800,000 shares of our common stock, par value $0.001 per share, to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasd

NanoVibronix Receives FDA 510(k) Premarket Clearance for PainShield Plus Achieves Key Milestone to Advance Commercialization

Exhibit 99.1 NanoVibronix Receives FDA 510(k) Premarket Clearance for PainShield Plus Achieves Key Milestone to Advance Commercialization ELMSFORD, N.Y., November 28, 2022 - NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company utilizing the Company?s proprietary and patented low intensity surface acoustic wave (SAW) technology, today announced U.S. Food and Drug Administration (FDA) 510(k)

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): November 28, 2022 NanoVibronix, I

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): November 28, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

NanoVibronix Announces Interim Results of Clinical Study for UroShield Interim Results Indicate Beneficial Effects for Patients

Exhibit 99.1 NanoVibronix Announces Interim Results of Clinical Study for UroShield Interim Results Indicate Beneficial Effects for Patients ELMSFORD, N.Y., November 16, 2022 ? NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company utilizing the Company?s proprietary and patented low intensity surface acoustic wave (SAW) technology, today announced interim results of its U.K. clinical study

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): November 16, 2022 NanoVibronix, I

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): November 16, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36445 NanoVibronix, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

NanoVibronix Receives Extension to Satisfy Nasdaq Price Requirement

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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): October 19, 2022 NanoVibronix, In

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): October 19, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 23, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission F

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NANOVIBRONIX SETS DATE FOR ANNUAL SHAREHOLDER MEETING

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Other Events, Shareholder Director Nominations, Financial Statements and Exhibits

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): September 13, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission F

NanoVibronix Announces Distribution of Series F Preferred Stock to Holders of its Common Stock

Exhibit 99.1 NanoVibronix Announces Distribution of Series F Preferred Stock to Holders of its Common Stock September 14, 2022 ELMSFORD, N.Y., September 14, 2022 ? NanoVibronix, Inc. (NASDAQ: NAOV) (?Nano? or the ?Company?), a medical device company utilizing the Company?s proprietary and patented low intensity surface acoustic wave (SAW) technology, today announced that its Board of Directors dec

Certificate of Designation, Preferences, Rights and Limitations of Series F Preferred Stock (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022)

Exhibit 3.1 NANOVIBRONIX, INC. CERTIFICATE OF DESIGNATION OF SERIES F PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf NanoVibronix, Inc., a Delaware corporation (the ?Corporation?), that the following resolution was duly adopted by the board of directors of the Corporation (the ?Board of Directors?), in

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 13, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NanoVibronix, Inc. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 01-0801232 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 525

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): September 2, 2022 NanoVibronix, I

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): September 2, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

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): August 30, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission File

NANOVIBRONIX ANNOUNCES RECEIPT OF NASDAQ LISTING DETERMINATION; COMPANY TO REQUEST HEARING

Exhibit 99.1 NANOVIBRONIX ANNOUNCES RECEIPT OF NASDAQ LISTING DETERMINATION; COMPANY TO REQUEST HEARING ELMSFORD, N.Y., September 2, 2022 ? NanoVibronix, Inc., (NASDAQ: NAOV), a medical device company utilizing the Company?s proprietary and patented low intensity surface acoustic wave (SAW) technology, today announced that, on August 30, 2022, the Company received notice from the Nasdaq Listing Qu

Other Events

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): September 2, 2022 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36445 01-0801232 (Commission Fi