FEED / ENvue Medical, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

6,000,768 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-296001 PROSPECTUS 6,000,768 Shares of Common Stock This prospectus relates to the resale by the selling stockholder named in this prospectus, from time to time, of up to an aggregate of 6,000,768 shares (the “Conversion Shares”) of our common stock, par value $0.001 per share (the “common stock”) issuable upon the conversion of an aggregate of

As Filed with the Securities and Exchange Commission on May 18, 2026

As Filed with the Securities and Exchange Commission on May 18, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 ENvue Medical, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered 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 Initial

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, 2026 ☐ 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, 2026 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 ENvue Medical, Inc.

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, 2026 ☐ 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

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, 2025 ☐ 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, 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 ENvue Medical, Inc. (Exac

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.16 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2026, ENvue Medical, Inc., a Delaware corporation (formerly NanoVibronix, Inc.) (“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 i

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, 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 Per

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 2, 2026 ENvue Medical, 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 2, 2026 ENvue Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

EnVue Medical, Inc. Chairman Agreement

Exhibit 10.2 EnVue Medical, Inc. Chairman Agreement This Chairman Agreement (this “Agreement”) is entered into as of February 2, 2026 (the “Effective Date”), by and between EnVue Medical, Inc., a Delaware corporation (the “Company”), and David Johnson (“Chairman”). The Company and Chairman are referred to herein each individually as a “Party” and collectively as the “Parties.” This Agreement will

FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ENVUE MEDICAL ISRAEL LTD. AND DORON BESSER

Exhibit 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ENVUE MEDICAL ISRAEL LTD. AND DORON BESSER This FIRST AMENDMENT TO THE AMENDED AND RESTATED Employment Agreement by and among DR. DORON BESSER (the “Executive”) and ENVUE MEDICAL ISRAEL LTD., an Israeli corporation (the “Company”), is made and entered as of this 2nd day of February, 2026, for purposes of amending

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 30, 2026 ENvue Medical, 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): January 30, 2026 ENvue Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fi

Amendment AGREEMENT

Exhibit 10.1 Amendment AGREEMENT This Amendment Agreement (this “Agreement”), dated as of January 30, 2026, is by and between ENvue Medical, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature pages attached hereto (the “Holder”). WITNESSETH Whereas, pursuant to that certain Securities Purchase Agreement, dated as of July 18, 2025 (the “Purchase Agreement”), the Ho

Certificate of Amendment of Certificate of Designations of PREFERENCES, RIGHTS AND LIMITATIONS OF Series H CONVERTIBLE Preferred Stock of ENVUE MEDICAL, INC. Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 Certificate of Amendment of Certificate of Designations of PREFERENCES, RIGHTS AND LIMITATIONS OF Series H CONVERTIBLE Preferred Stock of ENVUE MEDICAL, 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 H Convertible Preferred Stock (the “Amendment”) is d

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 24, 2025 ENvue Medical,

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

ENVUE MEDICAL, INC. AMENDED AND RESTATED 2024 LONG-TERM INCENTIVE PLAN

Exhibit 10.1 ENVUE MEDICAL, INC. AMENDED AND RESTATED 2024 LONG-TERM INCENTIVE PLAN The ENvue Medical, Inc. Amended and Restated 2024 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of ENvue Medical, Inc. (f/k/a NanoVibronix, Inc.), a Delaware corporation (the “Company”), on December 24, 2025 (the “Effective Date”). The Plan amends, restates, and replaces the Company’s

[***] Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential.

Exhibit 10.2 [***] Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. December 18, 2025 Doron Besser, M.D. Chief Executive Officer ENvue Medical, Inc. U.S. Headquarters: ENvue Medical, Inc. 969 Pruitt Ave Tyler, Texas 75706 Israeli Office: POB

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 17, 2025 ENvue Medical,

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 17, 2025 ENvue Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission F

amended and restated Employment Agreement

Exhibit 10.1 amended and restated Employment Agreement This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of the Commencement Date (as defined below), by and between ENvue Medical Israel Ltd., an Israeli corporation with its principal place of business at St. Ha’Barzel 26, Tel-Aviv, Israel (the “Company”), and, Dr. Doron Besser, ID. No. 017157520 (the “Ex

7,962,279 Shares of Common Stock (and including up to 4,999,950 Dividend Shares)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-290270 PROSPECTUS 7,962,279 Shares of Common Stock (and including up to 4,999,950 Dividend Shares) This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 7,962,279 shares of our common stock, par value $0.001 per share (the “common stock”). These shares of common sto

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 8, 2025 ENvue Medical, 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 8, 2025 ENvue Medical, Inc. (Exact name of registrant as specified in its charter) NanoVibronix, Inc Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporati

Certificate of Amendment Certificate of Incorporation NANOVIBRONIX, INC.

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of NANOVIBRONIX, INC. NanoVibronix, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies: 1. The date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware w

NanoVibronix, Inc. Announces Name and Ticker Symbol Change to ENvue Medical, Inc. and ‘FEED’ New ticker symbol, “FEED” will begin trading on the Nasdaq at the open of the market on December 12, 2025

Exhibit 99.1 NanoVibronix, Inc. Announces Name and Ticker Symbol Change to ENvue Medical, Inc. and ‘FEED’ New ticker symbol, “FEED” will begin trading on the Nasdaq at the open of the market on December 12, 2025 TYLER, Texas December 12, 2025 – (BUSINESS WIRE)—NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in non-invasive therapeutic

As Filed with the Securities and Exchange Commission on December 9, 2025

As Filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

Calculation of Filing Fee Tables Form S-3 NanoVibronix, Inc. Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 333-290270 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): December 4, 2025 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): December 4, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

FIRST AMENDMENT TO THE NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN

Exhibit 10.1 FIRST AMENDMENT TO THE NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN This FIRST AMENDMENT TO THE NANOVIBRONIX, INC. 2024 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 4, 2025, is made and entered into by NanoVibronix, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein

NanoVibronix Issues Letter to Shareholders

Exhibit 99.1 NanoVibronix Issues Letter to Shareholders ENvue® Feeding Tube Placement System Identified as Core Growth Platform Strategic Rebranding and Name Change to Reflect Company’s Focus on Multi-Billion-Dollar Enteral-Feeding Market The Company is Considering Strategic Alternatives for Legacy Assets TYLER, Texas, November 19, 2025—(BUSINESS WIRE)—NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibro

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, 2025 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 19, 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

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, 2025 ☐ 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, 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, In

ARS

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 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

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 30, 2025 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 30, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission Fil

Calculation of Filing Fee Tables Form S-3 NanoVibronix, Inc. Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 333-290270 NanoVibronix, Inc.

As Filed with the Securities and Exchange Commission on October 6, 2025

As Filed with the Securities and Exchange Commission on October 6, 2025 Registration No.

NanoVibronix Announces Pricing of $2.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 NanoVibronix Announces Pricing of $2.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules TYLER, TX – September 16, 2025 – NanoVibronix, Inc. (NASDAQ: NAOV) (“NanoVibronix” or the “Company”), a medical technology company specializing in non-invasive therapeutic systems, today announced that it has entered into a definitive agreement with a single institutional

NanoVibronix, Inc. 74,114 Shares of Common Stock Prefunded Warrants to Purchase up to 217,090 Shares of Common Stock 217,090 Shares of Common Stock Issuable Upon Exercises of the Prefunded Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-273574 PROSPECTUS SUPPLEMENT (To prospectus dated August 11, 2023) NanoVibronix, Inc. 74,114 Shares of Common Stock Prefunded Warrants to Purchase up to 217,090 Shares of Common Stock 217,090 Shares of Common Stock Issuable Upon Exercises of the Prefunded Warrants We are offering in a registered direct offering 74,114 shares of our common stock

PREFUNDED COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC.

Exhibit 4.1 PREFUNDED COMMON STOCK PURCHASE WARRANT NANOVIBRONIX, INC. Warrant Shares: Initial Exercise Date: September 17, 2025 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 the dat

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 16, 2025 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 16, 2025 NanoVibronix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36445 01-0801232 (State or other jurisdiction of incorporation) (Commission F

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 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

As Filed with the Securities and Exchange Commission on September 15, 2025

As Filed with the Securities and Exchange Commission on September 15, 2025 Registration No.

Calculation of Filing Fee Tables Form S-3 NanoVibronix, Inc. Table 1: Newly Registered and Carry Forward Securities

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 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

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

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

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

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

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

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

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

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

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

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

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

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,

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

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

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

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

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. (

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

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

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

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

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

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

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 (

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

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

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

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

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.

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 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 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,

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.

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 3.12 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 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

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 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,

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.

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 April 22, 2025

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

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

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

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 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

Filing Fee Table.

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

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

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

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. (

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

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

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

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

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

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

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

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

LETTER

February 20, 2025 Brian Murphy Chief Executive Officer NanoVibronix, Inc. 969 Pruitt Place Tyler, TX 75703 Re: NanoVibronix, Inc. Registration Statement on Form S-1 Filed February 14, 2025 File No. 333-284973 Dear Brian Murphy: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We r

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

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

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

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

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

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

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 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

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 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

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

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.

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.

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

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”

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

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

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

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

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

2024 Annual Stockholder Meeting Presentation.

Exhibit 99.1

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): 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

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

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

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

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

ARS

NanoVibronix, Inc. 2023 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ց 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 տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

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

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

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

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

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 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

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

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

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

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

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

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

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

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

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

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

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

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 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

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 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 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

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 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 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

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 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

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

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 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

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

LETTER

United States securities and exchange commission logo September 19, 2023 Brian Murphy Chief Executive Officer NanoVibronix, Inc.

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 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

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

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 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 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

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

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

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

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

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

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 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 “

LETTER

United States securities and exchange commission logo August 8, 2023 Stephen Brown Chief Financial Officer NanoVibronix, Inc.

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 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

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

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

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.

Filing Fee Table

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

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

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

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): 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

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 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

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

ARS

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

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

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, 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