NanoVibronix Inc

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

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

969 Pruitt Place

Tyler TX 75703

(914) 233-3004

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian Murphy

Chief Executive Officer

969 Pruitt Place

Tyler TX 75703

(914) 233-3004

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated February 14, 2025

Preliminary Prospectus

[●] Shares of Series G Convertible Preferred Stock

[●] Shares of Common Stock Underlying the Series G Convertible Preferred Stock

Warrants to Purchase [●] Shares of Common Stock

[●] Shares of Common Stock Underlying the Warrants

Placement Agent Warrants to Purchase [●] Shares of Common Stock

[●] Shares of Common Stock Underlying the Placement Agent Warrants

We are offering up to**[●]shares of our Series G Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”) and warrants (the “Warrants”) to purchase up to[●]shares of our common stock, par value $0.001 per share. Each share of Preferred Stock we sell in this offering will be accompanied by one Warrant to purchase[●]shares of common stock. The shares of Preferred Stock and Warrants will be issued separately but can only be purchased together in this offering. The Preferred Stock and the Warrants will be convertible and exercisable, as the case may be, on or after the effective date of stockholder approval of the issuance of the shares of common stock upon the conversion and exercise of the Preferred Stock and the Warrants (the “Stockholder Approval Date” and such approval, the “Stockholder Approval”), and the Warrants will expire on the[●]anniversary of the Stockholder Approval Date. The Preferred Stock will be convertible at an initial conversion price of[●]**per share and the Warrants will be exercisable at an initial exercise price of [●] per share. This offering also relates to the shares of common stock issuable from time to time upon the conversion of the Preferred Stock, payment of dividends accrued on the Preferred Stock in shares of common stock upon conversion of the Preferred Stock, and the shares of common stock issuable upon exercise of the Warrants.

This offering will terminate on**[●]**, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share of Preferred Stock and Warrant will be fixed for the duration of this offering.

We have engaged Dawson James Securities, Inc. (the “placement agent” or “Dawson James”) to act as placement agent in connection with this offering and to use its “best efforts” to solicit offers to purchase the Preferred Stock and the Warrants. We have agreed to pay the placement agent a cash fee equal to 8.0% of the gross proceeds of the offering. There are no minimum offering requirements and we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. We may not sell the entire amount of the securities being offered pursuant to this prospectus. The placement agent is not purchasing or selling any securities pursuant to this offering, nor are we requiring any minimum purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual public offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth below. We will bear all costs associated with the offering. See “Plan of Distribution” beginning on page 146 of this prospectus for more information regarding these arrangements.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAOV.” The closing price of our common stock on Nasdaq on February 13, 2025, was $0.466 per share.

All share and Warrant numbers are based on an assumed combined public offering price of $**[●]**per share of Preferred Stock and the accompanying Warrant. The actual combined public offering price per share of Preferred Stock and Warrant will be determined through negotiation among us, the placement agent and the investors in the offering based on market conditions at the time of pricing, and may be at a discount to the current market price of our common stock. Therefore, the recent market price per share of common stock used throughout this prospectus as an assumed combined public offering price may not be indicative of the final combined public offering price. There is no established trading market for the Preferred Stock or the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Preferred Stock or the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Preferred Stock and the Warrants will be limited.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

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

(1) The per share price represents the combined public offering price for one share of Preferred Stock and a Warrant to purchase**[●]shares of common stock. The price of a share of Preferred Stock and accompanying Warrant in this prospectus assumes a combined public offering price of $[●]** per share and accompanying Warrant (which is**[●]times $[●], the last reported sales price of our common stock on[●]**, 2025).

(2) In addition, we have agreed to reimburse the placement agent for certain offering-related expenses, and to issue the placement agent or its designees warrants to purchase shares common stock up to 8.0% of the securities sold in this offering (the “Placement Agent Warrant”), which such shares issuable upon the exercise of the Placement Agent Warrants are also being offered pursuant to this prospectus. See “Plan of Distribution” for more information.

(3) Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”

Delivery of the securities offered hereby is expected to be made on or about , 2025, subject to satisfaction of customary closing conditions.

Dawson James Securities, Inc.

The date of this prospectus is , 2025

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