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 2023-12-31

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 2023-06-30

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 2024-04-24

 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

 NanoVibronix,
Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 01-0801232

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification Number)

 Pruitt Ave
 Tyler, Texas

 77569

 (Address
 of principal executive office)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (914) 233-3004

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 stock, par value $0.001 per share

 NAOV

 NASDAQ
 Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of voting stock held by non-affiliates as of June 30, 2023, the last business day of the registrant's most
recently completed second quarter and based on the closing price of the registrant's common stock as reported on the Nasdaq Capital
Market, was approximately $ 4,830,581.

 The
number of shares outstanding of the registrant's common stock as of April 24, 2024 was 2,784,354 shares.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

 Audit
 Firm ID

 Auditor
 Name

 Auditor
 Location

 Zwick
CPA, PLLC

 Southfield,
MI

 EXPLANATORY
NOTE

 This
Amendment No. 2 to the Annual Report on Form 10-K of NanoVibronix, Inc. (the "Company") for the year ended December 31, 2023,
as filed with the Securities and Exchange Commission on April 8, 2024 (as amended by Amendment No. 1 on April 9, 2024, the "Original
Form 10-K"), is being filed to present the information required by Part III of Form 10-K that was previously omitted from the Original
Form 10-K in reliance on General Instruction G(3) to Form 10-K because the Company has not filed and will not file a definitive proxy
statement containing such information within 120 days after the end of the fiscal year covered by the Original Form 10-K.

 In
addition, in accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment No. 2 includes new certifications
required by Sections 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 2. Because
no financial statements have been included in this Amendment No. 2 and this Form 10-K/A does not contain or amend any disclosure with
respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted

 Except
as otherwise expressly noted herein, this Amendment No. 2 does not modify or update in any way the Original Form 10-K, nor does it reflect
events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the
Original Form 10-K.

 Cautionary
Note Regarding Forward-Looking Statements; Risk Factor Summary

 This
Amendment No. 2 contains "forward-looking statements," which include information relating to future events, future financial
performance, financial projections, 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, identify forward-looking statements. Forward-looking
statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance
or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management's
good faith belief as of that time with respect to future events, and are subject to a number of risks, and uncertainties and assumptions
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
These risks are more fully described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December
31, 2023. The following is a summary of such risks:

 Our
 history of losses and expectation of continued losses.

 Global
 economic and political instability and conflicts, such as the conflict between Russia and Ukraine, and Israel and certain hostile
 entities, could adversely affect our business, financial condition or results of operations.

 Increasing
 inflation could adversely affect our business, financial condition, results of operations or cash flows.

 Our
 ability to raise funding for, and the timing of, clinical studies and eventual U.S. Food and Drug Administration ("FDA")
 approval of our product candidates.

 Our
 product candidates may not be developed or commercialized successfully.

 Risks
 of product liability claims and the availability of insurance.

 Our
 ability to successfully develop and commercialize our products.

 Our
 ability to generate internal growth.

 Risks
 related to computer system failures, cyber-attacks, or deficiencies in our cyber-security.

 Our
 ability to obtain regulatory approval in foreign jurisdictions.

 Uncertainty
 regarding the success of our clinical trials for our products in development.

 The
 price of our securities is volatile with limited trading volume.

 Our
 ability to regain and maintain compliance with the continued listing requirements of the Nasdaq Capital Market ("Nasdaq").

 Our
 ability to maintain effective internal control over financial reporting and to remedy identified material weaknesses.

 We
 are a "smaller reporting company" and have reduced disclosure obligations that may make our stock less attractive to
 investors.

 Our
 intellectual property portfolio and our ability to protect our intellectual property rights.

 The
 adoption of health policy changes and health care reform.

 Lack
 of financial resources to adequately support our operations.

 Difficulties
 in maintaining commercial scale manufacturing capacity and capability.

 The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.
Please see "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023, for additional
risks which could adversely impact our business and financial performance. Moreover, new risks regularly emerge, and it is not possible
for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any
risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking
statements included in this Amendment No. 2 are based on information available to us on the date hereof. Except to the extent required
by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.

 Unless
the context otherwise indicates or requires, the terms "we," "our," "us," "NanoVibronix,"
and the "Company," as used in this Amendment No. 2, refer to NanoVibronix, Inc. and its subsidiaries as a combined entity,
except where otherwise stated or where it is clear that the terms mean only NanoVibronix, Inc. exclusive of its subsidiaries.

 TABLE
OF CONTENTS

 PAGE

 EXPLANATORY NOTE

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Signatures

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Board
of Directors

 The
following table sets forth the name, age and positions of each director as of the filing date of this Amendment No. 2.

 Name

 Age

 Position
 with the Company

 Brian
 Murphy

 Chief
 Executive Officer and Director

 Harold
 Jacob, M.D.

 Chief
 Medical Officer and Director

 Christopher
 Fashek(3)

 Chairman
 of the Board

 Martin
 Goldstein, M.D.(3)

 Michael
 Ferguson(1)(2)

 Thomas
 R. Mika(1)(2)

 Aurora
 Cassirer(1)(3)

 Maria
 Schroeder(2)(3)

 (1)
 Current
 member of Compensation Committee.

 (2)
 Current
 member of Audit Committee.

 (3)
 Current
 member of Nominating and Corporate Governance Committee.

 The
following sets forth biographical information and the qualifications and skills for each director:

 Brian
Murphy, Chief Executive Officer and Director. Mr. Murphy has served as our chief executive officer and director since October
2016. Mr. Murphy has over 25 years of senior sales, operations and general management experience in medical device and medical technology
companies, including ATI Medical Equipment Corporation, Mountain Medical Equipment Inc. and Healthdyne Technologies Inc. From 2012 to
2016, Mr. Murphy served in various roles at MiMedx Group, Inc., where he initiated and managed the commercial sales and national accounts
efforts within the advanced wound care segment. From 2010 to 2012, Mr. Murphy was the chief executive officer of O2 Insights, Inc., a
start-up wound care diagnostics company, and led the sale of the company to Systagenix Ltd. in June 2012. From 2008 to 2010, Mr. Murphy
served as vice president of sales for ConvaTec and led the negative pressure wound therapy business. From 1992 to 2008, Mr. Murphy served
a total of 17 years at Kinetic Concepts, Inc. (KCI) in various positions overseeing sales, operations and general management. Mr. Murphy
holds a bachelor of arts degree in communications from Southern Illinois University. Mr. Murphy's qualifications to serve on our
Board include his significant sales, operations and general management experience in medical device and medical technology companies.

 Harold
Jacob, M.D., Chief Medical Officer and Director. Dr. Jacob has served as our chief medical officer since March 1, 2014, and as
our director since September 2003. From September 2003 to February 4, 2014, Dr. Jacob served as chairman of the board of directors of
the Company (the "Board"), and from September 2003 to March 1, 2014, Dr. Jacob served as our chief executive officer. Dr.
Jacob also performed the functions of a principal financial officer until April 1, 2014. Dr. Jacob is our co-founder and has worked extensively
in medical device development. Dr. Jacob also served part-time as an attending gastroenterologist at Shaare Zedek Medical Center in Jerusalem,
Israel from 2004 to March 2011. Since April 2011, he has been an attending physician in Gastroenterology at Hadassah University Hospital
in Jerusalem, Israel. From 1999 to the present, Dr. Jacob has served as the president of Medical Instrument Development Inc., which provides
consulting services to start-up and early stage companies and patents its own proprietary medical devices. From 1997 to 2003, Dr. Jacob
served as director of medical affairs at Given Imaging Ltd., a company that developed the first swallowable wireless pill camera for
inspection of the intestines. Dr. Jacob also formerly served as a director for Oramed Pharmaceuticals Inc., a pharmaceutical company
focused on the development of innovative orally ingestible capsule medication. We believe that Dr. Jacob's qualifications to serve
on our Board include his years of experience in the biomedical industry and with us and his experience serving in management roles of
various companies.

 Christopher
Fashek, Chairman of the Board. Mr. Fashek has served as our director and chairman of the
Board since November 2016. Mr. Fashek is an accomplished healthcare executive with a record of leading global medical-device and pharmaceutical
businesses. Mr. Fashek led the team that introduced V.A.C. therapy, a negative pressure wound therapy, to both the clinical
community, and patients with serious or complex wounds. From June 2018, to 2020, Mr. Fashek has served as Chief Executive Officer and
Director of Brain Sentinel, Inc. Mr. Fashek currently serves as a Director of the Wound Healing Foundation (WHF), and Bravida Medical.
From 1995 to 2007, Mr. Fashek served as the Vice Chairman, Chief Executive Officer, and President of KCI USA. From 2008 to 2011, Mr.
Fashek was the Chairman of the Board of Directors at Systagenix, Ltd. From 2014 to 2015, Mr. Fashek was the Chairman of the Board of
Directors and Chief Executive Officer of Spiracur, Inc. Mr. Fashek currently serves as Chairman of MedTech Solutions Group, LLC, a global
commercial Medsurge business in San Antonio, Texas. Mr. Fashek has a Bachelor of Arts degree from Upsala College and Master of Business
Administration from Fairleigh Dickinson University. Mr. Fashek is recognized as developing highly productive and profitable leadership
teams and corporate cultures, while taking multiple healthcare products from idealization to commercialization, as well as turning around
under-performing corporations to profitability. Mr. Fashek's extensive experience as an executive and leadership positions in the
global medical device and pharmaceutical businesses, as well as his network of industry partners, provide him the appropriate experience
to serve on our Board.

 Martin
Goldstein, M.D., Director. Dr. Goldstein has served as our director since March 25, 2015
and is on our Corporate Governance Committee. He has been a practicing urologist for more than 20 years and is also an accomplished healthcare
entrepreneur. For more than ten years Dr Goldstein presided over New Jersey Urology, one the largest urology group practices in the country.
As President, he successfully navigated New Jersey Urology through two private equity transactions and the subsequent acquisition by
Village MD. He now serves as the National Urology Service Line Chief for Village MD/Summit Health, a Walgreens & Cigna backed healthcare
company. Previously, he served as Senior Vice President of Corporate Development and Acquisitions of Urology Management Associates, a
private equity backed entity providing administrative practice management services to independent urology groups. Dr. Goldstein is a
co-founder and executive board member of Metropolitan Surgery Center, a large multispecialty ambulatory surgery center. Dr. Goldstein
brings to our Board his medical practice and healthcare business expertise. He is expected to make a valuable contribution in connection
with marketing and facilitating the acceptance of our product offerings within the medical community. He has provided assistance with
the U.S. Food and Drug Administration regulatory approval process of our products, particularly our urology offerings, and will continue
to advise on new product development and innovations.

 Michael
Ferguson, Director. The Honorable Mr. Ferguson has served as our director since April 27, 2015. Since November 2023, Mr. Ferguson
h as served as executive vice president for federal legislative relations at AT&T. In addition,
 Mr. Ferguson founded Ferguson Strategies, LLC, a government affairs and strategic business consulting firm, where he served as
the chief executive officer and chairman. Before joining AT&T, Mr. Ferguson served as a senior advisor at BakerHostetler, serving
as the leader of their Federal Policy team. From 2001 to January 2009, he served in the U.S. House of Representatives, representing New
Jersey's 7th congressional district. While in Congress, he was a member of the House Energy and Commerce Committee, which has wide
jurisdiction over the healthcare, telecommunications and energy industries. He served as vice chairman of the panel's Health Subcommittee,
where he became a key member on health care issues and helped to ensure passage of the Medicare Part D prescription drug benefit in 2003.
In addition, he served as a member of the Telecommunications and Internet Subcommittee as well as the Oversight and Investigations Subcommittee.
Mr. Ferguson was also a member of the House Financial Services Committee, where he cosponsored the Sarbanes-Oxley Act of 2002 and helped
enact the initial terrorism risk insurance law. Mr. Ferguson was the former chairman of the Board of Commissioners of the New Jersey
Sports and Exhibition Authority and also serves as a senior fellow of the Center for Medicine in the Public Interest's Odyssey
Initiative for Biomedical Innovation and Human Health. He has also served on various corporate advisory boards and committees, including
for Pfizer, Inc., the National Italian American Foundation and the United States Golf Association. Mr. Ferguson received a bachelor's
degree in government from the University of Notre Dame and a master's of public policy degree with a specialization in education
policy from Georgetown University. Mr. Ferguson also formerly served as the Chairman of the Board of Ohr Pharmaceutical Inc. and brings
to the Board his extensive background in government affairs, health care policy, and business strategy gained from his experiences in
Congress and business consulting, which we believe will assist in strengthening and advancing our strategic focus and regulatory compliance.

 Thomas
R. Mika, Director. Mr. Mika has served as our director since April 27, 2015. Mr. Mika has over 30 years of senior management,
finance and consulting experience. Mr. Mika is currently executive vice president and chief financial officer of POET Technologies, Inc.
(TSX Venture: PTK, NASDAQ:POET) and previously served as chief executive officer of CollabRx, Inc. (NASDAQ: CLRX) and its predecessor,
Tegal Corporation (NASDAQ: TGAL). CollabRx was a pioneer in clinical decision-support and precision oncology based on genomic testing.
Mr. Mika was the chairman and chief executive officer of Tegal since March 2005, which became CollabRx in 2012, and served as its Chief
Financial Officer since 2002. From 1992 to 2002, Mr. Mika served on the Company's Board, which included periods of service as the
chairman of the compensation committee and a member of the audit committee. Previously, Mr. Mika co-founded IMTEC, a boutique investment
and consulting firm whose areas of focus included health care, pharmaceuticals, media and information technology. As a partner of IMTEC,
Mr. Mika served clients in the United States, Europe and Japan over a period of 20 years, taking on the role of chief executive officer
in several ventures. Earlier in his career, Mr. Mika was a managing consultant with Cresap, McCormick & Paget and a policy analyst
for the National Science Foundation. Mr. Mika holds a bachelor of science degree in Microbiology from the University of Illinois at Urbana-Champaign
and a master of business administration degree from the Harvard Graduate School of Business. Mr. Mika's qualifications to serve
on our Board include his significant strategic and business insight from his prior service on the Board of other publicly held companies,
as well as his substantial senior management, finance and consulting experience.

 Aurora
Cassirer, Director.

 Ms.
Cassirer has served on the Board since January 2022 and serves as the chair of the corporate governance committee. Ms. Cassirer is also
a member of our compensation committee. Ms. Cassirer is a highly experienced attorney, currently practicing at Pierson Ferdinand LLP
in the Business Litigation Section. She has previously served as a partner in other prominent law firms for more than 30 years, including
at Troutman Pepper Hamilton Sanders LLP, where she served on the Executive and Compensation Committee and was the Managing Partner of
its New York office for many years. Ms. Cassirer has a sophisticated practice focusing on business litigation and corporate governance
issues, as well as securities fraud and derivative litigation. Ms. Cassirer has developed a particular niche in dealing with publicly
and privately held biotech/healthtech and biopharma companies. Ms. Cassirer has been listed as AV Preeminent by Martindale-Hubbell consistently
for the last 20 years as well as being listed in Law & Politics' New York Super Lawyers for excellence in Business Litigation
every year since 2008. Previously, Ms. Cassirer served as Chair of the Advisory Board of ReferWell, f/k/a Urgent Consult, LLC, a start-up
in the health tech business, and served on the Board of Advisors of Live Care LLC, a start-up engaged in the remote monitoring of patients.
Ms. Cassirer also served on the Board of Directors of Kids in Need of Defense (KIND), a not-for-profit organization where she served
on its Compensation Committee. Ms. Cassirer is also a member of the Board of Friends of Jerusalem College of Technology and serves on
its Development Committee. Ms. Cassirer currently serves as co-chair of the New York State Bar Association International Corporate Compliance
Committee. Ms. Cassirer received her JD from New York University. Ms. Cassirer's extensive legal experience and deep knowledge
of corporate governance make her well-qualified to serve on our Board.

 Maria
Schroeder, Director. Ms. Schroeder has served as our director since January 2022.
 Ms. Schroeder has been a key Financial Executive at a number of public and privately-held companies
including CST Brands, KCI and Brain Sentinel, where she recently served as Chief Financial Officer. Prior to Brain Sentinel, Ms. Schroeder
served as Vice President, Global Tax of CST Brands, a Fortune 250 retail Oil and Gas company. Prior to that, she served as Vice President
and Treasurer & Head of Tax at Kinetic Concepts, Inc. ("KCI") a $1.5 billion MedTech company, which was recently purchased
by 3M for $6.7 billion. At KCI, she held key roles in a number of strategic transactions, including two leveraged buyouts and an initial
public offering. Ms. Schroeder began her career at Ernst & Whinney before joining Deloitte Haskins & Sells. Ms. Schroeder is
an alumnus of San Antonio Leadership, a premier leadership program of the San Antonio Chamber of Commerce and has served on the Audit
Committee for The University of Texas at San Antonio, as Treasurer of Girls, Inc. of San Antonio and as a board member of KLRN, San Antonio's
public television station. Ms. Schroeder is a Certified Public Accountant and Chartered Global Management Accountant with a B.B.A. in
Accounting from the University of Texas at San Antonio. Ms. Schroeder's financial expertise and leadership experience make
her well-qualified to serve on our Board.

 Executive
Officers

 The
following table sets forth the names, ages and positions of our executive officers and certain significant employees as of April 24,
2024:

 Name

 Age

 Position

 Brian
 Murphy

 Chief
 Executive Officer and Director

 Brown

 Chief
 Financial Officer

 Harold
 Jacob, M.D.

 Chief
 Medical Officer and Director

 Please
see the biography of Mr. Murphy on page 5 of this Amendment.

Brown. Mr. Brown has served as our chief financial officer since October 5, 2020. Previously, Mr. Brown served as the Company's
Chief Financial Officer from February 3, 2015 through April 30, 2019 and continued to serve as a financial consultant for the Company
until his appointment as Chief Financial Officer on October 5, 2020. Mr. Brown previously served as Chief Financial Officer for IDT Corporation
(NYSE: IDT) from April 1995 to January 2009, during which time he oversaw the initial public offering of a start-up telecommunications
company and guided it through the spin-offs of two subsidiaries, various public offerings and bank facilities. During his tenure at IDT,
Mr. Brown also served on IDT's board of directors for six years and on the board of directors of Net2Phone Inc. for five years.
Mr. Brown was also the founder and chairman of IDT Entertainment Inc., a movie studio and media subsidiary of IDT. From 2009 to the present,
Mr. Brown has served as a managing partner of The Mcguffin Group Financial, a financial and business consulting firm concentrating on
advising early stage and micro-cap companies. He is also a partner in an accounting and tax practice, Brown, Brown and Associates. Mr.
Brown was formerly a certified public accountant, is a member of the Academy of Television Arts and Sciences and serves on the board
of directors for several educational institutions, including on the Board of Governors for Touro College

 Please
see the biography of Dr. Jacob on page 5 of this Amendment.

 CORPORATE
GOVERNANCE

 NanoVibronix,
Inc., with the oversight of the Board and its committees, operates within a comprehensive plan of corporate governance for the purpose
of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance
with such responsibilities and standards. We regularly monitor developments in the area of corporate governance.

 Code
of Business Conduct and Ethics

 We
have adopted a code of business conduct and ethics that applies to all of our officers, directors and employees. The code of business
conduct and ethics addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external
reporting, our funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the
code of business conduct and ethics, employee misconduct, improper conflicts of interest or other violations. A copy of the code of ethics
was attached as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and filed with the Securities
and Exchange Commission on March 31, 2017. If we amend or grant a waiver of one or more of the provisions of our code of business conduct
and ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to, or waivers from,
provisions of our code of business conduct and ethics that apply to our principal executive, financial and accounting officers by posting
the required information on our website at www.nanovibronix.com within four business days following the date of such amendment or waiver.

 Board
Composition

 Our
Certificate of Incorporation and Bylaws provide that our Board will consist of such number of directors as determined from time to time
by resolution adopted by our Board. The size of our Board is currently fixed at eight directors. Subject to any rights applicable to
any then outstanding preferred stock, any vacancies or newly created directorships resulting from an increase in the authorized number
of directors may be filled by a majority of the directors then in office. Each member of our Board is elected for a one-year term and
is elected at each annual meeting of stockholders.

 We
have no formal policy regarding Board diversity. Our Board believes that each director should have a basic understanding of our principal
operational and financial objectives and plans and strategies, our results of operations and financial condition and relative standing
in relation to our competitors. We take into consideration the overall composition and diversity of the Board and areas of expertise
that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally,
we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience
as we may deem are in our and our stockholders' best interests. In doing so, we will also consider candidates with appropriate
non-business backgrounds.

Independence and Committee Qualifications

 We
are currently listed on The Nasdaq Capital Market and therefore rely on the definition of independence set forth in the Nasdaq Listing
Rules ("Nasdaq Rules"). Under the Nasdaq Rules, a director only qualifies as an "independent director" if, in
the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director.

 In
order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other
than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly
or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated
person of the listed company or any of its subsidiaries.

 Our
Board undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships,
our Board has determined that Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D., Thomas R. Mika, Aurora Cassirer, and Maria
Schroeder or six of our eight directors, do not have a relationship (other than being a director and/or a stockholder) that would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent"
as that term is defined under the Nasdaq Rules.

 Our
Board also determined that (i) Messrs. Thomas Mika and Michael Ferguson and Ms. Maria Schroeder, who compose our audit committee, (ii)
Ms. Aurora Cassirer and Messrs. Thomas Mika and Michael Ferguson, who compose our compensation committee, and (iii) Messrs. Martin Goldstein
and Christopher Fashek and Ms. Aurora Cassirer, who compose our nominating and corporate governance committee, each satisfy the independence
standards for those committees established by the applicable rules and regulations of the SEC and the Nasdaq Rules. In making this determination,
our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed
relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. We
intend to comply with all size and independence requirements for committees within the applicable time periods.

 Board
Committees, Meetings and Attendance

 During
the year ended December 31, 2023, the Board held four meetings. We expect our directors to attend Board meetings, meetings of any committees
and subcommittees on which they serve and each annual meeting of stockholders, either in person or by teleconference. During the year
ended December 31, 2023, each director attended at least 75% of the total number of meetings held by the Board and Board committees of
which such director was a member. Last year's annual meeting was not attended by any directors.

 Our
Board currently has three standing committees which consist of an audit committee, a nominating and corporate governance committee and
a compensation committee, each of which has the composition and responsibilities described below.

 Each
of these committees operates under a charter that has been approved by our Board. The current charter of each of these committees is
available on our website at www.nanovibronix.com in the "Governance" section under "Investors." The reference
to our website address does not constitute incorporation by reference of the information contained at or available through our website,
and you should not consider it to be a part of this proxy statement.

 Audit
Committee. The audit committee consists of Messrs. Thomas Mika (chair) and Michael Ferguson and Ms. Maria Schroeder, each of whom
our Board has determined to be financially literate and qualify as an independent director under Sections 5605(a)(2) and 5605(c)(2) of
the Nasdaq Rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
Mr. Thomas Mika qualifies as an "audit committee financial expert," as defined in Item 407(d)(5)(ii) of Regulation S-K. Our
Board also determined that each member of our audit committee can read and understand fundamental financial statements in accordance
with applicable requirements. In arriving at these determinations, the Board examined each audit committee member's scope of experience
and the nature of their employment in the corporate finance sector.

 The
function of the audit committee is to assist the Board in its oversight of (1) the integrity of our financial statements, (2) our compliance
with legal and regulatory requirements, (3) the qualifications, independence and performance of our independent auditors and (4) audit
and non-audit fees and services.

 The
audit committee met five times during the year ended December 31, 2023.

 Nominating
and Corporate Governance Committee. The nominating and corporate governance committee consist of Ms. Aurora Cassirer (chair) and
Martin Goldstein, Christofer Fashek and Ms. Maria Schroeder, each of whom our Board has determined qualifies as an independent director
under Section 5605(a)(2) of the Nasdaq Rules.

 The
primary function of the nominating and corporate governance committee is to identify individuals qualified to become board members, consistent
with criteria approved by the Board, and select the director nominees for election at each annual meeting of stockholders as well as
reviewing the Company's corporate governance policies and any related matters.

 The
nominating and corporate governance committee met three times during the year ended December 31, 2023.

 Compensation
Committee. The compensation committee consists of Messrs. Michael Ferguson (chair) and Thomas Mika and Ms. Aurora Cassirer, each
of whom our Board has determined qualifies as an independent director under Sections 5605(a)(2) and 5605(d)(2) of the Nasdaq Rules, as
an "outside director" for purposes of Section 162(m) of the Internal Revenue Code and as a "non-employee director"
for purposes of Section 16b-3 under the Exchange Act. The function of the compensation committee will be to discharge the Board's
responsibilities relating to compensation of our directors and executives and our overall compensation programs.

 The
primary objective of the compensation committee will be to develop and implement compensation policies and plans that are appropriate
for us in light of all relevant circumstances and which provide incentives that further our long-term strategic plan and are consistent
with our culture and the overall goal of enhancing enduring stockholder value.

 The
compensation committee met four times during the year ended December 31, 2023.

 Board
Leadership Structure

 The
Board is committed to promoting our effective, independent governance. Our Board believes it is in our best interests and the best interests
of our stockholders for the Board to have the flexibility to select the best director to serve as chairman at any given time, regardless
of whether that director is an independent director or the chief executive officer. Consequently, we do not have a policy governing whether
the roles of chairman of the Board and chief executive officer should be separate or combined. This decision is made by our Board, based
on our best interests considering the circumstances at the time.

 Currently,
the offices of the chairman of the Board and the chief executive officer are held by two different people. Christopher Fashek is our
independent, non-executive chairman of the Board, and Brian Murphy is our chief executive officer. The chief executive officer will be
responsible for our day-to-day leadership and performance, while the chairman of the Board will provide guidance to the chief executive
officer and set the agenda for board meetings and preside over meetings of the Board. We believe that separation of the positions will
reinforce the independence of the Board in its oversight of our business and affairs, and create an environment that is more conducive
to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability
of the Board to monitor whether management's actions are in our best interests and those of our stockholders.

 Role
in Risk Oversight

 Our
Board oversees an enterprise-wide approach to risk management, designed to support the achievement of business objectives, including
organizational and strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvement
of our Board in setting our business strategy is a key part of its assessment of management's plans for risk management and its
determination of what constitutes an appropriate level of risk for the company. The participation of our Board in our risk oversight
process includes receiving regular reports from members of senior management on areas of material risk to our company, including operational,
financial, legal and regulatory, and strategic and reputational risks, including cybersecurity.

 The
Board continually reviews the Company's controls and procedures that involve cybersecurity matters to determine the potential material
impact to our financial results, operations, and/or reputation to insure such incidents are immediately reported by management to the
Board, or individual members or committees thereof, as appropriate, in accordance with our escalation framework.

 While
our Board has the ultimate responsibility for the risk management process, senior management and various committees of our Board will
also have responsibility for certain areas of risk management.

 Our
senior management team is responsible for day-to-day risk management and regularly reports on risks to our full Board or a relevant committee.
Our finance and regulatory personnel serve as the primary monitoring and evaluation function for company-wide policies and procedures,
and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying, evaluating,
and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

 The
audit committee will focus on monitoring and discussing our major financial risk exposures and the steps management has taken to monitor
and control such exposures, including our risk assessment and risk management policies. As appropriate, the audit committee will provide
reports to and receive direction from the full Board regarding our risk management policies and guidelines, as well as the audit committee's
risk oversight activities.

 In
addition, the compensation committee will assess our compensation policies to confirm that the compensation policies and practices do
not encourage unnecessary risk taking. The compensation committee will review and discuss the relationship between risk management policies
and practices, corporate strategy and senior executive compensation and, when appropriate, report on the findings from the discussions
to our Board. Our compensation committee intends to set performance metrics that will create incentives for our senior executives that
encourage an appropriate level of risk-taking that is commensurate with our short-term and long-term strategies.

 Communications
with Directors

 The
Board welcomes communication from our stockholders. Stockholders and other interested parties who wish to communicate with a member or
members of our Board or a committee thereof may do so by addressing correspondence to the Board member, members or committee, c/o NanoVibronix,
Inc., 969 Pruitt Place, Tyler TX 75703, ATTN: Brian Murphy, Chief Executive Officer. Our Chief Executive Officer will review and forward
correspondence to the appropriate person or persons.

 All
communications received as set forth in the preceding paragraph will be opened by the Chief Executive Officer for the sole purpose of
determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions
of a product or service or patently offensive material will be forwarded promptly to the addressee(s). In the case of communications
to the Board or any group or committee of directors, the Chief Executive Officer will make sufficient copies of the contents to send
to each director who is a member of the group or committee to whom the communication is addressed. If the amount of correspondence received
through the foregoing process becomes excessive, our Board may consider approving a process for review, organization and screening of
the correspondence by the corporate secretary or another appropriate person.

 Family
Relationships

 There
are no family relationships among our directors and executive officers, or person nominated or chosen by the Company to become a director
or executive officer.

 Involvement
in Certain Legal Proceedings

 None
of our directors or executive officers has been involved in any of the following events during the past ten years:

 any
 bankruptcy petition filed by or against any business of which such person was a general partner
 or executive officer either at the time of the bankruptcy or within two years prior to that
 time;

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
 traffic violations and other minor offences);

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
 of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
 or otherwise limiting his or her involvement in any type of business, securities or banking
 activities; or

 being
 found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity
 Futures Trading Commission to have violated a federal or state securities or commodities
 law, and the judgment has not been reversed, suspended, or vacated.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires that each of our directors and executive officers, and any other person who owns more than ten percent
(10%) of our common stock, file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. To
our knowledge, based solely on information furnished to us and written representations by such persons that no such other reports were
required to be filed, we believe that all such SEC filing requirements were met in a timely manner during 2023 other than with respect
to the following:

 On
December 4, 2023, a Form 4 for each of Aurora Cassirer, Martin Goldstein, Stephen Brown, Michael Ferguson, Thomas Mika, Harold Jacob
and Maria Schroeder was filed late due to an administrative error, to report the grant of stock options granted under NanoVibronix, Inc.
2014 Long-Term Incentive Plan, which was granted on November 15, 2023, and the cancellation of certain outstanding stock options that
occurred on November 29, 2023.

 On
December 6, 2023, a Form 4 for each of Christopher Fashek and Brian M. Murphy was filed late due to an administrative error, to report
the grant of stock options granted under NanoVibronix, Inc. 2014 Long-Term Incentive Plan, which was granted on November 15, 2023, and
the cancellation of certain outstanding stock options that occurred on November 29, 2023.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table sets forth the names and positions of: (i) each person who served as our principal executive officer during the year
ended December 31, 2023; (ii) the two most highly compensated executive officers, other than our principal executive officer, who were
serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31,
2023; (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that
the person was not serving as our executive officer at December 31, 2023 (collectively our "Named Executive Officers"):

 Name

 Position

 Brian
 Murphy

 Chief
 Executive Officer

 Brown

 Chief
 Financial Officer

 Summary
Compensation Table

 The
following table sets forth all compensation earned, in all capacities, during the fiscal years ended December 31, 2023 and 2022 by our
Named Executive Officers (amounts have been adjusted to reflect the 1-for-20 reverse stock split effected by the Company on February
9, 2023).

 Name and Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)(1)

 Option Awards
 ($)(2)

 All Other Compensation
 ($)

 Total
 ($)(2)

 Brian Murphy

 2023

 300,000

 82,500

 159,631

 -

 541,861

 2022

 300,000

 42,500

 66,304

 -

 408,804

 Stephen Brown

 2023

 250,000

 42,500

 69,167

 -

 361,667

 2022

 200,000

 26,500

 22,101

 -

 298,601

 (1)

 Represents
 incentive compensation payments earned.

 (2)

 In
 accordance with SEC rules, the amounts in this column reflect the dollar amounts to be recognized for financial statement reporting
 purposes with respect to the twelve-month period ended December 31, 2023 in accordance with ASC Topic 718. Fair value is based on
 the Black-Scholes option pricing model using the market price of the underlying shares at the grant date. For additional discussion
 of the valuation assumptions used in determining stock-based compensation and the grant date fair value for stock options, see "Management's
 Discussion and Analysis of Financial Condition and Results of Operation - Critical Accounting Policies - Stock-based compensation"
 and Note 3—"Significant Accounting Policies" and Note 7—"Stockholders' Equity (Deficiency)"
 to our audited consolidated financial statements for the fiscal year ended December 31, 2023, included in the 2023 Annual Report.

 Narrative
Disclosure to Summary Compensation Table

 Employment
Agreements

 We
have entered into agreements with each of our Named Executive Officers. A description of each of these agreements follows.

 Brian
Murphy

 On
October 13, 2016, we entered into an employment agreement with Mr. Murphy, effective as of the same date. Under the terms of the employment
agreement, the term of Mr. Murphy's employment as the chief executive officer of the Company is three years unless earlier terminated.
The employment agreement expired on October 13, 2019. After that date, Mr. Murphy became an employee at will.

 Under
the employment agreement, Mr. Murphy was entitled to an annual base salary of $181,000 less applicable payroll deductions and tax withholdings
for all services rendered by him under the employment agreement. Notwithstanding the foregoing, his base salary was automatically increased
to: (i) $200,000, less applicable payroll deductions and tax withholdings, effective as of January 1 of the calendar year immediately
following any calendar year during which we generated gross sales (as determined in accordance with generally accepted accounting principles
consistently applied) exceeding $1,000,000; and (ii) $225,000, less applicable payroll deductions and tax withholdings, effective as
of January 1 of the calendar year immediately following any calendar year during which we generated gross sales (as determined in accordance
with generally accepted accounting principles consistently applied) exceeding $2,000,000.

 Pursuant
to the employment agreement, commencing in 2017, Mr. Murphy was eligible to receive an annual bonus ("Performance Bonus")
during each year of the term of the agreement. For 2019 and 2020, Mr. Murphy was eligible to receive a target bonus in an amount of up
to $100,000, less applicable payroll deductions and tax withholdings, based on the extent to which Mr. Murphy has met performance criteria
for the year, as determined in good faith by the Board, which shall be paid in the calendar year after the calendar year to which the
Performance Bonus relates within thirty (30) days of our issuance of our audited financial statements on Form 10-K. In 2019 and 2020,
Mr. Murphy received a target bonus in an amount of $57,231 and $90,000, respectively.

 Mr.
Murphy's employment agreement also contained certain noncompetition, non-solicitation, non-disparagement, confidentiality and assignment
of work product requirements for Mr. Murphy.

 On
November 1, 2018, the compensation committee voted to increase Mr. Murphy's annual base salary to $231,000 per year and a discretionary
annual bonus of $100,000 to be decided by the compensation committee annually.

 On
January 1, 2022, we entered into a new employment agreement with Mr. Murphy (the "2022 Murphy Employment Agreement"), with
an annual base salary of $300,000 less applicable payroll deductions and tax withholdings for all services rendered by him under the
2022 Murphy Employment Agreement and a target bonus in an amount of up to $100,000, less applicable payroll deductions and tax withholdings,
based on the extent to which Mr. Murphy has met performance criteria for the year, as determined in good faith by the Board.

 In
addition, pursuant to the 2022 Murphy Employment Agreement, Mr. Murphy is eligible to receive certain stock options, restricted stock,
stock appreciation rights or similar stock-based rights granted to Mr. Murphy as set forth separately in applicable award agreements.

 The
2022 Murphy Employment Agreement has a term of two years and also contains certain noncompetition, non-solicitation, non-disparagement,
confidentiality and assignment of work product requirements for Mr. Murphy.

 For
the years ended December 31, 2023 and December 31, 2022, the compensation committee approved performance bonuses of $82,500 and $42,500,
respectively.

Brown

 On
October 5, 2020, we entered into an Employment Agreement with Stephen Brown, pursuant to which we appointed Mr. Brown as Chief Financial
Officer, effective October 5, 2020, with a term to continue in effect until terminated by either party. As consideration for his services
as Chief Financial Officer, Mr. Brown is entitled to receive (i) an annual base salary of $200,000, less applicable payroll deductions
and tax; (ii) reimbursement of any reasonable and customary, documented out-of-pocket expenses actually incurred by Mr. Brown in connection
with the performance of his services under the Employment Agreement; and (iii) an annual bonus of $25,000, if earned, as determined by
us in our sole discretion. Mr. Brown is also eligible to receive certain grants of incentive stock options to purchase shares of our
common stock.

 On
January 1, 2022, we entered into a new employment agreement with Mr. Brown (the "2022 Brown Employment Agreement"), with
an annual base salary of $250,000 less applicable payroll deductions and tax withholdings for all services rendered by him under the
employment agreement and a target bonus in an amount of up to $50,000, less applicable payroll deductions and tax withholdings, based
on the extent to which Mr. Brown has met performance criteria for the year, as determined in good faith by the Board.

 The
2022 Brown Employment Agreement has an initial term of two years and thereafter automatically renews on an annual basis unless written
notification is provided by Mr. Brown or the Company of the desire to not renew for the subsequent year. The 2022 Brown Employment Agreement
also contains certain noncompetition, non-solicitation, non-disparagement, confidentiality and assignment of work product requirements
for Mr. Brown.

 For
the years ended December 31, 2023 and December 31, 2022, the compensation committee approved performance bonus of $42,500 and $26,500,
respectively.

 On
November 15, 2023, Mr. Brown was granted options to purchase 14,000 shares of common stock at an exercise price of $1.24 per share, which
were fully vested on the grant date.

 Retirement,
Health, Welfare and Additional Benefits

 All
of our Named Executive Officers are eligible to participate in our employee benefit plans and programs, including medical benefits, to
the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.

 2004
Global Share Option Plan

 In
November 2004, our Board adopted the 2004 Global Share Option Plan, pursuant to which 400,000 shares of our common stock were reserved
for issuance as awards to employees, directors, consultants and other service providers. The purpose of the 2004 Global Share Option
Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees, to encourage a sense
of proprietorship and stimulate an active interest of such persons in our development and financial success. The 2004 Global Share Option
Plan which was administered by our Board expired on February 28, 2014.

 NanoVibronix,
Inc. 2014 Long-Term Incentive Plan

 On
February 28, 2014, our stockholders approved the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the "2014 Plan"), which
was adopted by our Board on February 19, 2014.

 Under
the 2014 Plan, we originally reserved a total of five million (5,000,000) shares of our common stock for issuance pursuant to awards
to key employees, key contractors, and non-employee directors, of which, the maximum number of shares of common stock covering awards
of stock options or stock appreciation rights that could be granted to certain of our executive officers during any calendar year was
one million (1,000,000) shares. On May 7, 2014, we effected a one-for-seven reverse stock split of our common stock. Consequently, the
number of shares of our common stock reserved for issuance pursuant to awards under the 2014 Plan was reduced to seven hundred fourteen
thousand two hundred eighty-six (714,286) shares, and the maximum number of shares of our common stock covered by awards of stock options
or stock appreciation rights that could be granted to certain of our executive officers during any calendar year was reduced to one hundred
forty-two thousand eight hundred fifty-seven (142,857) shares.

 On
June 13, 2018, the stockholders approved an amendment to the 2014 Plan to increase the number of shares of our common stock reserved
for issuance pursuant to awards under the 2014 Plan by an additional seven hundred and fifty thousand (750,000) shares of our common
stock to one million four hundred sixty-four thousand two hundred eighty-six (1,464,286) shares.

 On
June 13, 2019, the stockholders approved a second amendment to the 2014 Plan to increase (i) the number of shares of our common stock
available for issuance pursuant to awards under the 2014 Plan by four hundred thousand (400,000) shares of our common stock, to a total
of one million eight hundred and sixty-four thousand two hundred eighty-six (1,864,286) shares of our common stock and (ii) the maximum
number of shares of our common stock covering awards of stock options or stock appreciation rights that could be granted to certain of
our executive officers during any calendar year was increased to three hundred fifty-four thousand two hundred fourteen (354,214) shares.

 On
December 29, 2021, the stockholders approved a third amendment to the 2014 Plan that (i) intended to increase the number of shares of
our common stock available for issuance pursuant to awards under the 2014 Plan by one million five hundred thousand (1,500,000) shares
of our common stock to a total of three million three hundred sixty-four thousand two-hundred eighty-six (3,364,286) shares of our common
stock, but a scrivener's error in this amendment only increased the number of shares of our common stock available for issuance
pursuant to awards under the 2014 Plan to a total of three million three hundred forty-six thousand two-hundred eighty-six (3,346,286)
shares of our common stock, and (ii) increased the maximum number of shares of our common stock covering awards of stock options or stock
appreciation rights that could be granted to certain of our executive officers during any calendar year to six hundred sixty-nine thousand
two-hundred fifty-seven (669,257) shares of our common stock.

 On
December 15, 2022, the stockholders approved a fourth amendment to the 2014 Plan to increase (i) the number of shares of our common stock
available for issuance pursuant to awards under the 2014 Plan by one million five hundred and eighteen thousand (1,518,000) shares of
our common stock, to a total of four million eight hundred and sixty-four thousand two hundred eighty-six (4,864,286) shares of our common
stock. On February 9, 2023, we effected a one-for-twenty reverse stock split of our common stock. Consequently, the number of shares
of our common stock reserved for issuance pursuant to awards under the 2014 Plan was reduced to two hundred forty-three thousand two
hundred fourteen (243,214) shares.

 On
February 19, 2024, expired in accordance with its terms. Any awards granted on or before such date will continue to be effective in accordance
with their terms and conditions.

 Description
of the 2014 Plan

 Purpose.
 The purpose of the 2014 Plan was to enable us to remain competitive and innovative in our ability to attract and retain the services
of key employees, key contractors, and non-employee directors. The 2014 Plan provided for the granting of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and
other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of our common stock.
The 2014 Plan provided flexibility to our compensation methods in order to adapt the compensation of key employees, key contractors,
and non-employee directors to a changing business environment, after giving due consideration to competitive conditions and the impact
of applicable tax laws.

 Effective
Date and Expiration. The 2014 Plan was originally approved by our Board on February 19, 2014, and became effective upon stockholder
approval on February 28, 2014. The 2014 Plan terminated on February 19, 2024. No award may be made under the 2014 Plan after its termination
date, but awards made prior to the termination date may extend beyond that date.

 Share
Authorization. Subject to certain adjustments, the number of shares of our common stock that were reserved for issuance pursuant
to awards under the 2014 Plan was one million eight hundred and sixty-four thousand two hundred eighty- six (1,864,286) shares, of which
100% were able to be delivered pursuant to incentive stock options. Subject to certain adjustments, with respect to any participant who
is an officer of our company and subject to Section 16 of the Exchange Act, or a "covered employee" as defined in Section
162(m)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), a maximum of three hundred fifty four thousand two
hundred fourteen (354,214) shares may be granted in any one year in the form of stock options or stock appreciation rights to such participant.

 Shares
to be issued may be made available from authorized but unissued shares of our common stock, shares held by us in our treasury, or shares
purchased by us on the open market or otherwise. During the term of the 2014 Plan, we at all times reserved and kept enough shares available
to satisfy the requirements of the 2014 Plan. In the event that previously acquired shares were delivered to us in full or partial payment
of the option price for the exercise of a stock option granted under the 2014 Plan, the number of shares available for future awards
under the 2014 Plan would have been reduced only by the net number of shares issued upon the exercise of the stock option or settlement
of an award. Awards that may be satisfied either by the issuance of common stock or by cash or other consideration would have been counted
against the maximum number of shares that could have been issued under the 2014 Plan only during the period that the award is outstanding
or to the extent the award is ultimately satisfied by the issuance of shares.

 Administration.
 The 2014 Plan was administered by the compensation committee of our Board (the "Committee"). At any time there was no
Committee to administer the 2014 Plan, any reference to the Committee is a reference to the Board. The Committee would determine the
persons to whom awards are to be made; determine the type, size, and terms of awards; interpret the 2014 Plan; establish and revise rules
and regulations relating to the 2014 Plan and any sub-plans, including, without limitation, any sub-plans for awards made to participants
who are not residents of the United States; establish performance goals for awards and certify the extent of their achievement; and make
any other determinations that it believes necessary for the administration of the 2014 Plan. The Committee had the ability to delegate
certain duties to one or more of our officers as provided in the 2014 Plan.

 Eligibility.
 Employees (including any employee who is also a director or an officer), contractors, and non-employee directors of us or our subsidiaries
whose judgment, initiative, and efforts contributed to or may be expected to contribute to our successful performance were eligible to
participate in the 2014 Plan.

 Stock
Options. The Committee had the ability to grant either incentive stock options ("ISOs") qualifying under Section 422
of the Code or nonqualified stock options, provided that only employees of us and our subsidiaries (excluding subsidiaries that are not
corporations) are eligible to receive ISOs. Stock options could not be granted with an option price less than 100% of the fair market
value of a share of common stock on the date the stock option is granted. If an ISO was granted to an employee who owns or is deemed
to own more than 10% of the combined voting power of all classes of our stock (or any parent or subsidiary), the option price was to
be at least 110% of the fair market value of a share of common stock on the date of grant. The Committee had the ability to determine
the terms of each stock option at the time of grant, including, without limitation, the methods by or forms in which shares will be delivered
to participants. The maximum term of each option, the times at which each option will be exercisable, and provisions requiring forfeiture
of unexercised options at or following termination of employment or service generally were fixed by the Committee, except that the Committee
could not grant stock options with a term exceeding 10 years or, in the case of an ISO granted to an employee who owns or is deemed to
own more than 10% of the combined voting power of all classes of our stock (or any parent or subsidiary), a term exceeding five years.

 Recipients
of stock options may pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company; (ii) by
delivering to us shares of Common Stock (included restricted stock) already owned by the participant having a fair market value equal
to the aggregate option price and that the participant has not acquired from us within six months prior to the exercise date; (iii) by
delivering to us or our designated agent an executed irrevocable option exercise form together with irrevocable instructions from the
participant to a broker or dealer, reasonably acceptable to us, to sell certain of the shares purchased upon the exercise of the option
or to pledge such shares to the broker as collateral for a loan from the broker and to deliver to us the amount of sale or loan proceeds
necessary to pay the purchase price; and (iv) by any other form of valid consideration that is acceptable to the Committee in its sole
discretion.

 Outstanding
Equity Awards at Fiscal Year-End

 None.

 DIRECTOR
COMPENSATION

 The
following table shows the compensation earned by persons who served on our Board during the fiscal year ended December 31, 2023 (amounts
have been adjusted to reflect the 1-for-20 reverse stock split effected by the Company on February 9, 2023), who are not one of our named
executive officers. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any
expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board for
their services rendered in such period.

 Name

 Fees earned or paid in cash ($)

 Option Awards ($) (1)

 Total ($)

 Christopher Fashek (2)

 150,000

 30,520

 180,520

 Thomas Mika (3)

 -

 18,702

 18,702

 Michael Ferguson (4)

 -

 18,225

 18,225

 Martin Goldstein (5)

 -

 Harold Jacob, M. D. (6)

 -

 16,535

 16,535

 Aurora Cassirer (7)

 -

 Maria Schroeder (8)

 -

 (1)
 In accordance with SEC rules, the amounts in this column reflect the dollar amounts to be recognized for financial statement reporting
purposes with respect to the 2023 fiscal year in accordance with ASC Topic 718. Fair value is based on the Black-Scholes option pricing
model using the market price of the underlying shares at the grant date. For additional discussion of the valuation assumptions used
in determining stock-based compensation and the grant date fair value for stock options, see "Management's Discussion and
Analysis of Financial Condition and Results of Operation - Critical Accounting Policies - Stock-based compensation" and Note 3—"Significant
Accounting Policies" and Note 6—"Stockholders' Equity" to our audited consolidated financial statements
for the fiscal year ended December 31, 2023, included in the Original Form 10-K.

 (2)
 As of December 31, 2023, Mr. Fashek had outstanding options representing the right to purchase 14,000 shares of our common stock

 (3)
 As of December 31, 2023, Mr. Mika had outstanding options representing the right to purchase 3,334 shares of our common stock and
no outstanding stock awards of shares of common stock.

 (4)
 As of December 31, 2023, Mr. Ferguson had outstanding options representing the right to purchase 3,334 shares of our common stock

 (5)
 As of December 31, 2023, Mr. Goldstein had outstanding options representing the right to purchase 3,333 shares of our common stock

 (6)
 As of December 31, 2023, Dr. Jacob had outstanding options representing the right to purchase 3,333 shares of our common stock

 (7)
 As of December 31, 2023, Ms. Cassirer had outstanding options representing the right to purchase 3,333 shares of our common stock

 (8)
 As of December 31, 2023, Ms. Schroeder had outstanding options representing the right to purchase 20,000 shares of our common stock

 On
October 13, 2016, we entered into an agreement with Christopher Fashek to serve as the chairman of our Board. Under this agreement Mr.
Fashek was paid $100,000 per year payable in semi-monthly installments. On November 1, 2018, the Compensation committee voted to increase
Mr. Fashek's consulting fee to $150,000 per year.

 On
November 29, 2023, the Company entered into an option cancellation and release agreement with each of Brian Murphy, Christopher Fashek,
Martin Goldstein, Michael Ferguson, Stephen Brown, Aurora Cassirer, Dr. Harold Jacob, Maria Schroeder and Thomas Mika (collectively,
the "Option Holders"), pursuant to which the parties agreed to cancel options to purchase an aggregate of 102,038 shares
of common stock of the Company at exercise prices ranging from $8.94 to $51.40 (the "Options") previously granted to each
of the Option Holders. In exchange for the cancellation of the Options, the Company paid $1.00 to each Option Holder.

 Outside
of compensation to our chairman, Christopher Fashek, we paid no compensation to our non-employee directors for the one-year period ended
December 31, 2023.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Stock
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth information with respect to the beneficial ownership of our common stock as of April 24, 2024 by:

 each
 person known by us to beneficially own more than 5.0% of our common stock;

 each
 of our directors;

 each
 of the Named Executive Officers; and

 all
 of our directors and executive officers as a group.

 The
percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the
power to dispose of or to direct the disposition of the security.

 Except
as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power
with respect to all shares beneficially owned and each person's address is c/o NanoVibronix, Inc., 969 Pruitt Place, Tyler TX 75703.
As of April 24, 2024, we had 2,784,354 shares of common stock, 0 shares of Series C Preferred Stock, 0 shares of Series D Preferred Stock,
0 shares of Series E Preferred Stock and 0 shares of Series F Preferred Stock outstanding.

 Name of Beneficial Owner

 Number of
 Shares
 Beneficially
 Owned (1)

 Percentage
 of Shares
 Outstanding (1)

 5% Owners

 Armistice Capital, LLC

 280,283
 (2)

 9.99
 %(2)

 Directors and Executive Officers

 Stephen Brown

 14,200
 (3)

 *

 Harold Jacob, M.D.

 17,160
 (4)

 *

 Martin Goldstein, M.D.

 (5)

 *

 Michael Ferguson

 (6)

 *

 Thomas R. Mika

 (7)

 *

 Christopher Fashek

 17,750
 (8)

 *

 Brian Murphy

 (9)

 *

 Aurora Cassirer

 20,100
 (10)

 *

 Maria Schroeder

 (11)

 *

 All directors and executive officers as a group (9 persons)

 266,877

 9.58
 %

 *Represents
Ownership of Less than 1%

 (1)

 Shares
 of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of
 all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable
 or exercisable within 60 days of April 24, 2024. Shares issuable pursuant to the exercise of stock options and warrants exercisable
 within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding
 common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common
 stock beneficially owned by any other person.

 (2)

 The
 shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund")
 and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment
 manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Comprised of (i) 259,000 shares of
 common stock, and (ii) 21,283 shares of common stock issuable upon the exercise of pre-funded warrants and excludes (i) 1,763,717
 shares of common stock issuable upon the exercise of pre-funded warrants and (ii) 5,813,954 shares of common stock issuable upon
 the exercise of the A-1 Warrants (the "A-1 Warrants") and A-2 Warrants (the "A-2 Warrants"). The A-1 Warrants
 and the A-2 Warrants are subject to a beneficial ownership limitation of 4.99%, and the pre-funded warrants are subject to a beneficial
 ownership limitation of 9.99%, which such limitation restricts the stockholder from exercising that portion of the A-1 Warrants,
 A-2 Warrants or the pre-funded warrants, as applicable, that would result in the stockholder and its affiliates owning, after exercise,
 a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital, LLC is c/o
 Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

 (3)

 of 200 shares of Common Stock held by Mr. Brown and 20,000 shares of stock that may be purchased by Mr. Brown upon exercise of stock
 options that are currently exercisable or exercisable within 60 days following April 24, 2024.

 (4)

 of (i) 3,209 shares of common stock held by Medical Instrument Development Inc., an entity controlled by Dr. Jacob, (ii) 618 shares
 of common stock held by Dr. Jacob, and (iii) 10,000 shares of common stock that may be purchased by Dr. Jacob upon the exercise of
 stock options.

 (5)

 of 20,000 shares of stock that may be purchased by Dr. Goldstein upon exercise of stock options that are currently exercisable or
 exercisable within 60 days following April 24, 2024.

 (6)

 of 20,000 shares of stock that may be purchased by Mr. Ferguson upon exercise of stock options that are currently exercisable or
 exercisable within 60 days following April 24, 2024.

 (7)

 of 20,000 shares of stock that may be purchased by Mr. Mika upon exercise of stock options that are currently exercisable or exercisable
 within 60 days following April 24, 2024.

 (8)

 of 3,750 shares of common stock held by Mr. Fashek and 14,000 shares of stock that may be purchased by Mr. Fashek upon exercise of
 stock options that are currently exercisable or exercisable within 60 days following April 24, 2024.

 (9)

 of 20,000 shares of stock that may be purchased by Mr. Murphy upon exercise of stock options that are currently exercisable or exercisable
 within 60 days following April 24, 2024.

 (9)

 of 100 shares of common stock held by Ms. Cassirer and 20,000 shares of stock that may be purchased by Ms. Cassirer upon exercise
 of stock options that are currently exercisable or exercisable within 60 days following April 24, 2024.

 (10)

 of 1,875 shares of stock that may be purchased by Ms. Schroeder upon exercise of stock options that are currently exercisable or
 exercisable within 60 days following April 24, 2024.

 Equity
Compensation Plan Information

 The
following table provides certain information as of December 31, 2023 with respect to our equity compensation plans under which our equity
securities are authorized for issuance (amounts have been adjusted to reflect the 1-for-20 reverse stock split effected by the Company
on February 9, 2023):

 (a)

 (b)

 (c)

 Plan Category

 Number of
 securities to
 be issued upon exercise of
 outstanding
 options,
 warrants, and
 rights

 Weighted-
 average
 exercise price
 of
 outstanding
 options,
 warrants and
 rights

 Number of
 securities remaining
 available for future
 issuance under
 equity
 compensation plans
 (excluding
 securities reflected
 in column (a))

 Equity compensation plans approved by security holders (1)

 112,686

 $
 13.10

 -

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 112,686

 $
 13.10

 -

 (1)

 Represents
 shares available for issuance under the 2014 Plan as of December 31, 2023. The 2014 Plan expired on February 19, 2024, and no further
 equity awards may be granted under the 2014 Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Related
Parties Transactions Approval Policy

 Generally,
we do not enter into related party transactions unless the members of the Board who do not have an interest in the potential transaction
have reviewed the transaction and determined that (i) we would not be able to obtain better terms by engaging in a transaction with a
non-related party and (ii) the transaction is in our best interest. In approving or rejecting any such proposal, our Board considers
all of the relevant facts and circumstances of the related party transaction and the related party's relationship and interest
in the transaction. This policy applies generally to any transaction in which we are to be a participant and the amount involved exceeds
the lesser of $120,000 or one percent of the average of our total assets at year-end for the previous two completed fiscal years, and
in which any related person had or will have a direct or indirect material interest. This policy is not currently in writing.

 The
audit committee is charged with reviewing, approving and overseeing any transaction between the Company and any related person (as defined
in Item 404 of Regulation S-K) and any other potential conflict of interest situations in accordance with Company policies and procedures.
All of the transactions described below were entered into prior to the establishment of our audit committee and were evaluated in accordance
with the policy described in the paragraph above. Prior to approving such transactions, the material facts as to a director's or
officer's relationship or interest as to the agreement or transaction were disclosed to our Board. Our Board took this information
into account when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all
of our stockholders.

 Transactions
with Related Parties

 In
March 2022 we engaged the law firm FisherBroyles LLP to handle our litigation matter with Protrade Systems, Inc. For the year ended December
31, 2023, we have accrued and paid legal fees of FisherBroyles LLP equal to $360,000, which fees were recorded as part of "General
and administrative expenses" in our condensed consolidated statements of operations. As has been previously disclosed, one of our
board members, Aurora Cassirer, is a partner at FisherBroyles LLP. Ms. Cassirer does not provide any legal services or legal advice to
the Company.

 On
November 29, 2023, we entered into an option cancellation and release agreement with each of Brian Murphy, Christopher Fashek, Martin
Goldstein, Michael Ferguson, Stephen Brown, Aurora Cassirer, Dr. Harold Jacob, Maria Schroeder and Thomas Mika, our directors and officers,
pursuant to which the parties agreed to cancel the Options previously granted to each of the option holders. In exchange for the cancellation
of the Options, we paid $1.00 to each option holder. See " Director Compensation."

 Other
than compensation agreements and other arrangements which are described as required under "Director Compensation" and "Executive
Compensation" and the transactions described above, since January 1, 2022, there has not been, and there is not currently proposed,
any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed
the lesser of $120,000 or the average of our total assets at year-end for the last two completed fiscal years and in which any director,
executive officer, holder of 5% or more of any class of our capital stock, or any member of their immediate family had or will have a
direct or indirect material interest.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Fees
to Independent Registered Public Accounting Firm

 The
following is a summary of the fees billed or expected to be billed to us by Zwick CPA, PLLC, our independent registered public accountants,
for professional services rendered with respect to the fiscal year ended December 31, 2023 and by Marcum LLP, our former independent
registered public accountants, for professional services rendered with respect to the fiscal years ended December 31, 2023 and December
31, 2022:

 Zwick
 CPA, PLLC

 Marcum
 LLP

 2023

 2023

 2022

 Audit
 fees (1)

 $

 $
 274,338

 $
 205,000

 Audit-related
 fees (2)

 -

 -

 Tax
 fees (3)

 -

 -

 All
 other fees (4)

 -

 $
 75,000

 -

 Total

 $

 $
 349,338

 $
 205,000

 (1)
 Audit Fees. This category includes the fees related to the audit of our annual financial statements and the review of our interim
quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection
with its engagements for those years. This category also includes advice on audit and accounting matters that arose during, or as a result
of, the audit or the review of our interim financial statements.

 (2)
 Audit-Related Fees. This category typically consists of assurance and related services by our independent registered public accounting
firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under
"Audit Fees." The services for the fees disclosed under this category include consents regarding equity issuances.

 (3)
 Tax Fees. This category typically consists of professional services rendered by our independent registered public accounting firm
for tax compliance and tax advice.

 (4)
 All Other Fees. This category includes aggregate fees billed in each of the last two fiscal years for products and services provided
by our independent registered public accountants, other than the services reported in the categories above.

 Pre-Approval
Policies and Procedures of Audit and Non-Audit Services

 Under
the audit committee's pre-approval policies and procedures, the audit committee is required to pre-approve the audit and non-audit
services performed by our independent registered public accounting firm. On an annual basis, the audit committee pre-approves a list
of services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the
audit committee. In addition, the audit committee sets pre-approved fee levels for each of the listed services. Any type of service that
is not included on the list of pre-approved services must be specifically approved by the audit committee or its designee. Any proposed
service that is included on the list of pre-approved services but will cause the pre-approved fee level to be exceeded will also require
specific pre-approval by the audit committee or its designee.

 The
audit committee has delegated pre-approval authority to the audit committee chairman and any pre-approved actions by the audit committee
chairman as designee are reported to the audit committee for approval at its next scheduled meeting.

 All
of the services rendered by our independent registered public accountants were pre-approved by the audit committee.

 The
Board considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed above, and determined
that the payment of such fees was compatible with maintaining the independence of the accountants.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1)
Financial Statements

 No
financial statements are filed with this Amendment No. 1. These items were included as part of the Original Form 10-K.

 (a)(2)
Financial Statements Schedule

 None.

 (a)(3)
Exhibits

 The
following exhibits are filed as part of, or incorporated by reference into, this Amendment No. 2 to the Original Filing.

to Exhibits

 Exhibit
 No.

 Description

 31.1*

 Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 Cover

 *

 Filed
 herewith.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Annual Report
on Form 10-K/A to be signed on its behalf by the undersigned hereunto duly authorized.

 Date:
 April 26, 2024

 NANOVIBRONIX,
 Inc.

 By:

 /s/
 Stephen Brown

 Name:

 Brown

 Title:

 Chief
 Financial Officer