THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. WeThe selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATEDDECEMBER 31, 2018Subject to Completion, dated September 12, 2023

PROSPECTUS

NanoVibronix, Inc.

$15,000,000

8,956,955 Shares of Common Stock

Preferred Stock

Warrants

Units

We may offer and sellThis 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:

The PIPE Shares, the Pre-Funded Warrants, the A-1 Warrants, the A-2 Warrants, the 2023 Wainwright Warrants and the 2022 Wainwright Warrants were issued in one or more series or issuances and on terms that we will determine atreliance upon the timeexemption from the registration requirements in Section 4(a)(2) of the offering, any combinationSecurities Act and/or Regulation D promulgated thereunder, as applicable. We are registering the resale of the securities describedPIPE Shares, Pre-Funded Warrant Shares, the A-1 Warrant Shares, the A-2 Warrant Shares, the 2023 Wainwright Warrant Shares and the 2022 Wainwright Warrant Shares.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of such shares of common stock. The selling stockholders named in this prospectus, upor their donees, pledgees, transferees or other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions at prevailing market prices, at prices related to an aggregate amountprevailing market prices or at privately negotiated prices. For additional information on the possible methods of $15,000,000.sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.”

We will provide specific termsnot receive any of the proceeds from the sale of common stock by the selling stockholders. However, we will receive proceeds from the exercise of the Pre-Funded Warrants, the A-1 Warrants, the A-2 Warrants, the 2023 Wainwright Warrants, and the 2022 Wainwright Warrants if such securities are exercised for cash. We intend to use those proceeds, if any, offering in a supplementfor general corporate purposes including funding of our development programs, commercial planning and sales and marketing expenses, potential strategic acquisitions, general and administrative expenses and working capital.

Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuant to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offeringNo underwriter or in separate offerings;other person has been engaged to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved infacilitate the sale of the common stock in this offering. We will bear all costs, expenses and fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”common stock.

Our common stock is listedtraded on theThe Nasdaq Capital Market under the symbol “NAOV.” On December 28, 2018,September 11, 2023, the last reportedclosing sale price of our common stock as reported on theThe Nasdaq Capital Market was $3.19$2.58 per share. We recommend that you obtain current market quotations for

Investment in our common stock priorinvolves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from time to making an investment decision. We will provide informationtime with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.

As of December 28, 2018, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $9,526,833, which was calculated based on 3,073,172 shares of our outstanding common stock held by non-affiliates and a price of $3.10 per share, the last reported sale price for our common stock on December 27, 2018. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.

supplement. You should carefully read this prospectus anyand the accompanying prospectus supplement, relating to any specific offering of securities, and all information incorporatedtogether with the documents we incorporate by reference, herein and therein.

Investingbefore you invest in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 8 and in the documents incorporated by reference into this prospectus.common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is         , 20182023.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of athe registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we(the “SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell any combinationor otherwise dispose of the securities describedshares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus in one or more offerings up to a total amount of $15,000,000.prospectus.

This prospectus provides you with a general description ofand the documents incorporated by reference into this prospectus include important information about us, the securities we may offer. Each time we sell securities, we will provide a prospectus supplementbeing offered and other information you should know before investing in our securities. You should not assume that will contain specificthe information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information in this prospectus is supersededaccurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the prospectus supplement.

The prospectus supplementdocuments to be attached to the frontwhich we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities.prospectus.

You should rely only rely on this prospectus and the information containedincorporated or deemed to be incorporated by reference in this prospectusprospectus. We have not, and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has beenthe selling stockholders have not, authorized anyone to give any information or to make any representations in connection with this offeringrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations mustdoes not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or athe solicitation of an offer to buy offered securities in any jurisdiction in whichto any person to whom it is unlawful for such person to make such an offeringoffer or solicitation. This prospectus does not contain all of the information includedsolicitation in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.such jurisdiction.

You should readWe further note that the entire prospectusrepresentations, warranties and covenants made by us in any prospectus supplement andagreement that is filed as an exhibit to any related issuer free writing prospectus, as well as the documentsdocument that is incorporated by reference intoin this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or any prospectus supplementcovenant to you. Moreover, such representations, warranties or any related issuer free writing prospectus, before making an investment decision. Neithercovenants were accurate only as of the deliverydate when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that theour affairs.

Unless otherwise indicated, information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus any prospectus supplement or any document incorporatedconcerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by reference is accurate only asthird parties. Management estimates are derived from publicly available information, our knowledge of the dateour industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of the applicable documents, regardlessour and our industry’s future performance are necessarily uncertain due to a variety of the time of deliveryfactors, including those described in “Risk Factors” beginning on page 4 of this prospectus or any sale of securities. Our business, financial condition, results of operationsprospectus. These and prospects may have changed since that date.other factors could cause our future performance to differ materially from our assumptions and estimates.

RISK FACTORS

An investmentInvesting in our securities involves a high degree of risk. TheIn addition to the other information contained in this prospectus supplement applicable to each offering of our securities will contain a discussion ofand in the risks applicable to an investment in our securities. Before deciding whether to invest in our securities,documents we incorporate by reference, you should carefully consider the specific factorsrisks discussed below and under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as well as any amendment or any updatesupdate to our risk factors reflected in subsequent filings with the SEC, before making a decision about investing in our Quarterly Reports on Form 10-Q, together with all other information appearingsecurities. The risks and uncertainties discussed below and in orthe documents incorporated by reference into this prospectusare not the only ones facing us. Additional risks and uncertainties not presently known to us, or the applicable prospectus supplement, before deciding whether to purchase any securities being offered.that we currently see as immaterial, may also harm our business. If any of these risks actually occurs,occur, our business, business prospects, financial condition orand operating results of operations could be seriously harmed. This could causeharmed, the trading price of our common stock tocould decline resulting in a loss ofand you could lose part or all or part of your investment. Please also read carefully

The sale of a substantial amount of our shares in the section below entitled “Special Note Regarding Forward-Looking Statements.”public market could adversely affect the prevailing market price of our securities.

We are registering for resale up to 8,956,955 shares of our common stock held by the selling stockholders, which is a significant number of shares compared to the current number of total shares of common stock issued and outstanding. Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and when selling stockholders may sell such shares of our common stock in the public markets. Furthermore, in the future, we may issue additional shares of our common stock or other equity or debt securities convertible into shares of our common stock. Any such issuance could result in substantial dilution to our existing stockholders and could cause the market price of our securities to decline.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will probablymay not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

You should read this prospectus the applicable prospectus supplement and any related free-writing prospectus and the documents incorporated by reference in this prospectus with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. The forward-looking statements contained or incorporated by reference in this prospectus or any prospectus supplement are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

Unless we specify another use inAll shares of our common stock offered by this prospectus are being registered for the applicable prospectus supplement,accounts of the selling stockholders and we will use the netnot receive any proceeds from the sale of these shares. However, will receive proceeds from the securities offered by usexercise of the Pre-Funded Warrants, the A-1 Warrants, the A-2 Warrants, the 2023 Wainwright Warrants and the 2022 Wainwright Warrants if such warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes, including funding of our development programs, commercial planning and sales and marketing expenses, potential strategic acquisitions, general and administrative expenses and working capital.

Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations, the amount of competition and other operational factors. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

From time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing allocation of resources, including the proceeds of this offering, is being optimized. Circumstances that may give rise to a change in the use of proceeds include:

Pending other uses, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable, or any, return.

DESCRIPTION OF CAPITAL STOCKSELLING STOCKHOLDERS

The following description of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and preferred stock summarizesthose issuable to the material terms and provisionsselling stockholders, upon exercise of the common stock and preferred stock that we may offer under this prospectus, but is not complete.warrants, as applicable. For additional information regarding the complete termsissuances of our common stock and preferred stock, please refer to our amended and restated certificate of incorporation, as amended, any certificates of designation for our preferred stock, and our amended and restated bylaws, as may be amended from time to time. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred stock we offer under that prospectus supplement may differ from the terms we describe below.

We have authorized 25,000,000 shares of capital stock, par value $0.001 per share, of which 20,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock. On December 28, 2018, there were 3,781,484 shares of common stock, 2,733,192 shares of our Series C Convertible Preferred Stock (“Series C Preferred Stock”) issued and outstanding, and 304 shares of our Series D Convertible Preferred Stock (“Series D Preferred Stock”) issued and outstanding. We currently have 3,000,000 shares of preferred stock designated as Series C Preferred Stock and 506 shares of preferred stock designated as Series D Preferred Stock. The authorized and unissuedthose shares of common stock and the authorizedwarrants, see “August 2023 PIPE” and undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and sale of our common stock or preferred stock.

Common Stock

The holders of common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative voting. All of our directors hold office for one-year terms until the election and qualification of their successors. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

The transfer agent and registrar for our common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, New York 11598. Our common stock is listed on the Nasdaq Capital Market under the symbol “NAOV.”

Preferred Stock

The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the holders of our common stock.

Prior to the issuance of shares of each series of preferred stock, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following:

Once designated by our board of directors, each series of preferred stock may have specific financial and other terms that will be described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our certificate of incorporation and any certificates of designation that our board of directors may adopt.

All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any.

Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

Delaware Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws

Delaware Anti-Takeover Law

“November 2022 Offering” above. We are subject to Section 203 ofregistering the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

Section 203 defines a business combination to include:

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person. The term “owner” is broadly defined to include any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.

The restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the Delaware General Corporation Law or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our certificate of incorporation and bylaws do not opt out of Section 203.

Section 203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Certificate of Incorporation and Bylaws

Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our certificate of incorporation and bylaws:

DESCRIPTION OF WARRANTS

As of December 28, 2018, there were 2,535,272 shares of common stock that may be issued upon exercise of outstanding warrants.in order to permit the selling stockholders to offer the shares for resale from time to time. Except as described below under “Relationships with the Selling Stockholders,” the selling stockholders have not had any material relationship with us within the past three years.

We may issue warrants forThe table below lists the purchaseselling stockholders and other information regarding the beneficial ownership of the shares of common stock or preferred stock in one or more series. We may issue warrants independently or together withby each of the selling stockholders. The second column lists the number of shares of common stock or preferredbeneficially owned by each selling stockholders, based on its ownership of the shares of common stock and warrants, as of September 7, 2023, assuming exercise of the warrants may be attachedheld by the selling stockholders on that date, without regard to or separate from these securities.any limitations on exercises.

We will evidence each seriesThe third column lists the shares of warrantscommon stock being offered by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office inthis prospectus by the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series of warrants.selling stockholders.

We will describe in the applicable prospectus supplementIn accordance with the terms of the seriesRegistration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “August 2023 PIPE” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the Pre-Funded Warrants, the A-1 Warrants, the A-2 Warrants, the 2023 Wainwright Warrants and the 2022 Wainwright Warrants, determined as if such outstanding warrants including:were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms of the A-1 Warrants, the A-2 Warrants, the 2023 Wainwright Warrants and the 2022 Wainwright Warrants, a selling stockholder may not exercise applicable warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% (or, at the election of the holder, 9.99%) of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”