true FY 0001326706

 0001326706

 2023-01-01
 2023-12-31

 0001326706

 2023-06-30

 0001326706

 2024-04-08

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
File Number: 001-36445

 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 8, 2024 was 2,784,354 shares.

 Audit
 Firm ID

 Auditor
 Name

 Auditor
 Location

 Marcum LLP

 New York, NY

 EXPLANATORY
NOTE

 This
Amendment No. 1 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 (the "Original Form 10-K") is being filed solely to
replace the consent of Marcum LLP, the Company's former independent registered public accounting firm, previously filed as Exhibit
23.2 to the Original Form 10-K, to reflect the correct city and state thereof.

 In
accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications required
by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no
financial statements have been included in this Amendment No. 1 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. 1 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. 1 should be read in conjunction with the
Original Form 10-K.

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (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.

 (2)
Financial Statements Schedule

 None.

 (3)
Exhibits

to Exhibits

 Exhibit
 No.

 Description

 23.2*

 Consent of Marcum LLP, Independent Registered Public Accounting Firm

 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

 32.1**

 Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101*

 The
 following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline
 (iii) Consolidated Statements of Changes in Stockholders' Deficiency, (iv) Consolidated Statements of Cash Flows, and (v) Notes
 to the Consolidated Financial Statements.

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 Date:
 April 9, 2024

 NANOVIBRONIX,
 Inc.

 By:

 /s/
 Stephen Brown

 Name:

 Stephen
 Brown

 Title:

 Chief
 Financial Officer