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1、2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm1/119S-1/A 1 forms-1a.htm S-1/A As filed with the Securities and Exchange Commission on May 12,2025 Registration No.333-284973 UNITED STATES

2、SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.3toFORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NanoVibronix,Inc.(Exact name of registrant as specified in its charter)Delaware 3842 01-0801232(State or other jurisdictionof incorporation or organization)(Primary

3、Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)969 Pruitt PlaceTyler TX 75703(914)233-3004(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Brian MurphyChief Executive OfficerNanoVibronix,Inc.969 Pruitt

4、 PlaceTyler TX 75703(914)233-3004(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Rick A.Werner,Esq.Alla Digilova,Esq.Haynes and Boone,LLP30 Rockefeller Plaza,26th FloorNew York,New York 10112(212)659-7300 M.Ali Panjwani,Esq.David E.Fisher,Esq.

5、Pryor Cashman LLP7 Times SquareNew York,New York 10036(212)421-4100 Ira Greenstein,Esq.Pierson Ferdinand,LLP1270 Avenue of the Americas7th Floor1050New York,NY 10020(914)292-4024 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement

6、isdeclared 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 underthe 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)u

7、nder the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following bo

8、x and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm2/119If thi

9、s Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe 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 a

10、ccelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAcce

11、lerated filer Non-accelerated filerSmaller 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 forcomplying with any new or revised financial accounting standards provided pursuant to S

12、ection 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 effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become e

13、ffective in accordance with Section 8(a)of the Securities Act of 1933 or until this registration statementshall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009

14、631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm3/119 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission is

15、effective.This preliminary prospectus isnot an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.Subject to Completion,dated May 12,2025 Preliminary Prospectus NANOVIBRONIX,INC.400,000 Shares of Series G Convertible Preferred

16、Stock 1,550,388 Shares of Common Stock Underlying the Series G Convertible Preferred Stock Up to 697,675 Shares of Common Stock Issuable Upon Payment of all Dividends Accrued on the Series G ConvertiblePreferred Stock Warrants to Purchase 1,550,388 Shares of Common Stock 1,550,388 Shares of Common S

17、tock Underlying the Warrants Representatives Warrants to Purchase 77,520 Shares of Common Stock 77,520 Shares of Common Stock Underlying the Representatives Warrants This is a firm commitment public offering of up to an aggregate of 400,000 shares of our Series G Convertible Preferred Stock,parvalue

18、$0.001 per share(the“Preferred Stock”)and warrants(the“Warrants”)to purchase up to 1,550,388 shares of our commonstock,par value$0.001 per share.Each share of Preferred Stock we sell in this offering will be accompanied by one Warrant topurchase one share of common stock.The shares of Preferred Stoc

19、k and Warrants will be issued separately but can only bepurchased together in this offering.The Preferred Stock and the Warrants will be convertible and exercisable,as the case may be,immediately upon issuance,and the Warrants will expire on the fifth anniversary of the initial issuance date.The Pre

20、ferred Stockwill be convertible at an assumed initial conversion price of$6.45 per share and the Warrants will be exercisable at an assumedinitial exercise price of$6.45 per share,the last reported closing price of our common stock as reported on the Nasdaq CapitalMarket(“Nasdaq”)on April 10,2025.Th

21、is offering also relates to the shares of common stock issuable from time to time upon theconversion of the Preferred Stock,payment of dividends accrued on the Preferred Stock in shares of common stock uponconversion of the Preferred Stock,and the shares of common stock issuable upon exercise of the

22、 Warrants.We will have one closing for all the securities purchased in this offering.The combined public offering price per share of PreferredStock and Warrant will be fixed for the duration of this offering.Our common stock is listed on Nasdaq under the symbol“NAOV.”The closing price of our common

23、stock on Nasdaq on May 9,2025,was$4.12 per share.All share and Warrant numbers are based on an assumed combined public offering price of$25 per share of Preferred Stock and theaccompanying Warrant and an assumed conversion price of$6.45 per share,and an assumed exercise price of$6.45 per share.Theac

24、tual combined public offering price per share of Preferred Stock and Warrant will be determined through negotiation among usand the representative of the underwriters(the“representative”)based on market conditions at the time of pricing,and may be at adiscount to the current market price of our comm

25、on stock.Therefore,the recent market price per share of common stock usedthroughout this prospectus as an assumed combined public offering price may not be indicative of the final combined publicoffering price.We have applied to list the Preferred Stock on Nasdaq under the symbol“NAOVP”.This offerin

26、g is conditionedupon the approval of our listing of the Preferred Stock on Nasdaq,which approval may not be granted.If our listing of thePreferred Stock is not approved by Nasdaq,we will not be able to consummate this offering of our securities,and this offering willbe terminated.No assurance can be

27、 given that a trading market will develop for the Preferred Stock.There is no established tradingmarket for the Warrants,and we do not expect a market to develop.We do not intend to apply for a listing of the Warrants on any2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-

28、1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm4/119securities exchange or other nationally recognized trading system.Without an active trading market,the liquidity of the PreferredStock and the Warrants will be limited.On March 12,2025,we filed a Certificate of

29、Amendment(the“Certificate of Amendment”)to our Amended and RestatedCertificate of Incorporation(as amended,the“Certificate of Incorporation”)with the Secretary of State of Delaware to effect a 1-for-11 reverse stock split of the shares of our common stock,par value$0.001 per share,either issued and

30、outstanding or held by usas treasury stock,effective as of 4:05 p.m.(Delaware time)on March 13,2025(the“Reverse Stock Split”).All common stockshare and per share amounts in this prospectus have been adjusted to give effect to the Reverse Stock Split unless otherwise stated.You should read this prosp

31、ectus,together with additional information described under the heading“Where You Can Find MoreInformation”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 adiscussion of risks t

32、hat 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 thesesecurities or passed upon the adequacy or the accuracy of this prospectus.Any representation to the contr

33、ary is a criminaloffense.Per Share andAccompanyingWarrant(1)Total Public offering price$Underwriting discounts and commissions(2)$Proceeds to us,before expenses$(1)The per share price represents the combined public offering price for one share of Preferred Stock and a Warrant to purchaseone share of

34、 common stock.The price of a share of Preferred Stock and accompanying Warrant in this prospectus assumes acombined public offering price of$25 per share and accompanying Warrant and a conversion price and exercise price per share ofPreferred Stock and per Warrant of$6.45 per share,as the case may b

35、e,which was the last reported sales price of our commonstock on Nasdaq on April 10,2025).(2)We refer you to“Underwriting”beginning on page 19 for additional information regarding total underwriting compensation.We have granted a 45-day option to the representative to purchase from us,at the public o

36、ffering price,less the underwritingdiscounts,up to 60,000 additional shares of Preferred Stock and/or 232,559 shares of common stock and/or Warrants to purchaseup to 232,559 shares of common stock,solely to cover over-allotments,if any(the“over-allotment option”).This offering alsorelates to the add

37、itional shares of Preferred Stock and/or shares of common stock and/or Warrants to purchase shares of commonstock issuable upon exercise of the over-allotment option,if any.It is expected that delivery of the Preferred Stock and the Warrants offered hereby will be made against payment therefor on or

38、about,2025,which is the second business day following the date hereof(such settlement cycle being referred to as“T+2”),andsubject to the satisfaction of customary closing conditions and the approval of the listing of the Preferred Stock on Nasdaq,whichsuch approval may not be granted.Under Rule 15c6

39、-1 under the Exchange Act,trades in the secondary market generally arerequired to settle in one business day unless the parties to any such trade expressly agree otherwise.Accordingly,purchasers whowish to trade the Preferred Stock on any date prior to the one business day before delivery thereof wi

40、ll be required,by virtue of thefact that the Preferred Stock initially will settle in T+2,to specify an alternative settlement cycle at the time of any such trade toprevent failed settlement.Purchasers of the securities who wish to trade the Preferred Stock prior to their date of delivery hereunders

41、hould consult their own advisors.Dawson James Securities,Inc.The date of this prospectus is ,2025 2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm5/119 TABLE OF CONTENTS ABOUT THIS PROSPEC

42、TUS1PROSPECTUS SUMMARY2THE OFFERING5RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS12USE OF PROCEEDS14DILUTION15DIVIDEND POLICY16DESCRIPTION OF SECURITIES WE ARE OFFERING17UNDERWRITING19MATERIAL U.S.FEDERAL TAX CONSEQUENCES22EXPERTS28LEGAL MATTERS28INFORMATION INCORPORATED BY REFERENC

43、E28WHERE YOU CAN FIND ADDITIONAL INFORMATION29UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS30FINANCIAL STATEMENTSF-1 2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm6/119 ABO

44、UT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we filed with the Securities and Exchange Commission(the“SEC”)includes exhibits that provide more detail of the matters discussed in this prospectus.You should read this prospectus andthe related exhibits filed

45、with the SEC,together with the additional information described under the headings“Where You Can FindAdditional Information”and“Information Incorporated by Reference”before making your investment decision.You should relyonly on the information provided in this prospectus,in any prospectus supplement

46、 or in a related free writing prospectus,ordocuments to which we otherwise refer you.In addition,this prospectus contains summaries of certain provisions contained insome of the documents described herein,but reference is made to the actual documents for complete information.This prospectus includes

47、 important information about us,the securities being offered and other information you should knowbefore investing in our securities.You should not assume that the information contained in or incorporated by reference thisprospectus is accurate on any date subsequent to the date set forth on the fro

48、nt cover of this prospectus,even though this prospectusis delivered or securities are sold or otherwise disposed of on a later date.It is important for you to read and consider allinformation contained or incorporated by reference in this prospectus in making your investment decision.All of the summ

49、aries inthis prospectus are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein havebeen filed,will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is apart,and you may obtain copies o

50、f those documents as described below under the heading“Where You Can Find AdditionalInformation.”We have not,and the underwriters have not,authorized anyone to provide any information or to make any representations otherthan those contained or incorporated by reference in this prospectus or in any f

51、ree writing prospectuses prepared by or on behalf ofus or to which we have referred you.We take no responsibility for,and can provide no assurance as to the reliability of,any otherinformation that others may give you.The information contained in this prospectus or incorporated by reference in this

52、prospectusor contained in any applicable free writing prospectus is current only as of its date,regardless of its time of delivery or any sale ofour securities.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside the United State

53、s:We have not,and the underwriters have not,done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the UnitedStates.Persons outside the United States who come into possession of this pr

54、ospectus must inform themselves about,and observeany restrictions relating to,the offering of the securities and the distribution of this prospectus outside the United States.Unless otherwise indicated,information contained in this prospectus or incorporated by reference in this prospectus concernin

55、g ourindustry,including our general expectations and market opportunity,is based on information from our own management estimatesand research,as well as from industry and general publications and research,surveys and studies conducted by third parties.Management estimates are derived from publicly a

56、vailable information,our knowledge of our industry and assumptions based onsuch information and knowledge,which we believe to be reasonable.In addition,assumptions and estimates of our and ourindustrys future performance are necessarily uncertain due to a variety of factors,including those described

57、 in“Risk Factors”beginning on page 8 of this prospectus.These and other factors could cause our future performance to differ materially from ourassumptions and estimates.This prospectus is an offer to sell only the securities offered hereby,and only under circumstances and in jurisdictionswhere it i

58、s lawful to do so.We are not,and the underwriters are not,making an offer to sell these securities in any state orjurisdiction where the offer or sale is not permitted.12025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/00

59、0164117225009631/forms-1a.htm7/119 PROSPECTUS SUMMARY This summary provides an overview of selected information contained in other parts of this prospectus or incorporated byreference into this prospectus from our filings with the SEC and does not contain all of the information you should considerbe

60、fore investing in our securities.You should carefully read the prospectus and the information incorporated by referenceherein in their entirety before investing in our securities,including the information discussed under“Risk Factors”and ourfinancial statements and notes thereto that are included el

61、sewhere in this prospectus or incorporated herein by reference.Someof the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties.See informationset forth under the section“Special Note Regarding Forward-Looking Statements.”As used in this prospectus,

62、unless thecontext otherwise indicates,the terms“we,”“our,”“us,”or the“Company”refer to NanoVibronix,Inc.,a Delawarecorporation,and its subsidiaries taken as a whole.Overview We were organized as a Delaware corporation in October 2003.On February 14,2025,we completed the Merger pursuant tothe Merger

63、Agreement,as further described below.Following the consummation of the Merger,NanoVibronix will conduct itsoperations through its two wholly-owned subsidiaries:(i)NanoVibronix Ltd.,a private company incorporated under the lawsof the State of Israel(“Nano OpCo”)and(ii)ENvue Medical Holdings LLC,a Del

64、aware limited liability company(togetherwith its respective subsidiaries,“ENvue”).Nano OpCo focuses on non-invasive biological response-activating devices thattarget biofilm prevention,pain therapy,and wound healing and can be administered at home,without the assistance of medicalprofessionals.ENvue

65、 is a medical device company engaged in the research,development,production,marketing,and sale ofmedical devices in the field of enteral feeding and are in the initial stage of commercializing our products.The descriptions ofthe two business divisions,their corresponding products,and business models

66、 are detailed in this prospectus in the sectionentitled“Business.”Recent Developments Certificate of Amendment to Series X Certificate of Designations,Series X Amendment Agreement Substantially contemporaneously with the consummation of this offering,we intend to enter into an Amendment Agreement(th

67、e“Series X Amendment Agreement”)with the Requisite Series X Holders(as defined in the Certificate of Designations ofthe Series X Non-Voting Convertible Preferred Stock(the Series X Certificate of Designations”).Pursuant to the Series XAmendment Agreement,the Requisite Series X Holders agreed to amen

68、d the Series X Certificate of Designations by filing aCertificate of Amendment(“Series X Certificate of Amendment”)to the Series X Certificate of Designations with the Secretaryof State of the State of Delaware to(i)increase the number of authorized shares of Series X Preferred Stock(as defined belo

69、w)from 57,720 shares to 62,220 shares and(ii)upon the closing of this offering,to reduce the conversion price of the Series XPreferred Stock to the conversion price of the Preferred Stock as such conversion price shall be set forth in the Certificate ofDesignations of the Preferences,Rights and Limi

70、tations of the Series G Convertible Preferred Stock.Substantially contemporaneously with the consummation of this offering,we intend to file the Series X Certificate ofAmendment with the Secretary of State of the State of Delaware,thereby amending the Series X Certificate of Designations.The Series

71、X Certificate of Amendment will become effective with the Secretary of State of the State of Delaware upon filing.April 2025 Promissory Note and Guaranty On April 11,2025,ENvue(as defined herein),our wholly-owned subsidiary,issued a promissory note(the“April Note”)toAlpha Capital Anstalt(the“Lender”

72、)in the principal amount of$360,000(the“April Note Principal Amount”),together withall accrued interest thereon.The April Note has a maturity date of June 11,2025(the“April Note Maturity Date”)and on theApril Note Maturity Date,the aggregate unpaid April Note Principal Amount,all accrued and unpaid

73、interest and all otheramounts payable under the April Note shall be due and payable.The April Note bears interest at an annual rate equal to 8.0%and is payable“in kind”by adding such accrued interest to the April Note Principal Amount.Pursuant to the terms of the April Note,commencing on the date of

74、 the issuance and sale of any shares common stock orCommon Stock Equivalents(as defined in the April Note)by us,the Lender may require ENvue to redeem all or a portion ofthe April Note with the proceeds of such issuance and sale(the“Redemption Right”).The Redemption Right may be redeemedat any time

75、after date of such issuance and sale by the Lender providing to ENvue written notice specifying the principalamount of the Note to be redeemed(the“Redemption Amount”),and the Redemption Amount shall be due and payable byENvue on the second business day after the date of such notice.The April Note ad

76、ditionally provides for certain customary events of default which upon occurrence,the Lender may,at itsoption,declare the entire April Note Principal Amount together with all accrued interest and all other amounts payable under2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/for

77、ms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm8/119the April Note immediately due and payable,provided however,that if a bankruptcy event occurs,the April Note PrincipalAmount and accrued interest on the April Note shall become immediately due and payable wit

78、hout any notice,declaration orother act on the part of the Lender.In connection with ENvues issuance of the April Note,on April 11,2025,we entered into that certain Guaranty(the“Guaranty”)in favor of the Lender,pursuant to which we have agreed to guarantee to the Lender the payment of all obligation

79、sand liabilities of ENvue under the April Note,including,without limitation,for principal,interest and any other amounts dueand payable by ENvue under the April Note(the“Guaranteed Obligations”).Upon the occurrence of an Event of Default(asdefined in the April Note),the Guaranteed Obligations shall

80、be deemed immediately due and payable at the election of Lenderand we shall pay on demand the Guaranteed Obligations to Lender.March 2025 Reverse Stock Split On March 12,2025,we filed a Certificate of Amendment to our Incorporation with the Secretary of State of Delaware to effecta 1-for-11 reverse

81、stock split of the shares of our common stock,par value$0.001 per share,either issued and outstanding orheld by us as treasury stock,effective as of 4:05 p.m.(Delaware time)on March 13,2025.All common stock share and pershare amounts in this prospectus have been adjusted to give effect to the Revers

82、e Stock Split unless otherwise stated.Agreement and Plan of Merger On February 14,2025,pursuant to the terms of that certain Agreement and Plan of Merger(the“Merger Agreement”),dated asof February 14,2025,by and among us,NVEH Merger Sub I,Inc.,a Delaware corporation and a wholly-owned subsidiary oft

83、he Company(“First Merger Sub”),NVEH Merger Sub II,LLC,a Delaware limited liability company and a wholly-ownedsubsidiary of the Company(“Second Merger Sub”),and ENvue Medical Holdings,Corp.(“Predecessor ENvue”or“ENvue”),the Company and Predecessor ENvue effected(i)a merger of First Merger Sub with an

84、d into Predecessor ENvue,with the FirstMerger Sub ceasing to exist and Predecessor ENvue becoming a wholly-owned subsidiary the Company and(ii)the merger ofPredecessor ENvue with and into Second Merger Sub(the“Second Merger”and,together with the First Merger,the“Merger”),with Second Merger Sub being

85、 the surviving entity of the Second Merger(“Surviving Entity”).At the effective time of theSecond Merger,the certificate of formation of the Surviving Entity was amended and restated to,among other things,to changethe name of the Surviving Entity to“ENvue Medical Holdings LLC.”In connection with the

86、 Merger Agreement,we issued(i)33,182 shares of common stock(the“Merger Shares”),which such number of shares represented no more than 4.9%(the“Exchange Cap”)of the outstanding shares of common stock as of immediately before the First Effective Time and(ii)Pre-Funded Warrants to purchase up to 124,408

87、 shares of our common stock(the“Merger Pre-Funded Warrants”)at an exerciseprice of$0.0001 per share,and(iii)57,720 shares of Series X Non-Voting Convertible Preferred Stock(the“Series X PreferredStock”)in excess of the Exchange Cap to the holders of Predecessor ENvue in consideration for 100%of Pred

88、ecessor ENvue.Each share of Series X Preferred Stock will be convertible into 1,000 shares of our common stock,subject to and contingentupon the affirmative vote of a majority of the shares of common stock present or represented and entitled to vote at a meetingof stockholders of Company to approve,

89、for purposes of the Nasdaq Listing Rules,the issuance of shares of our common stockto the stockholders of Predecessor ENvue upon conversion of any and all shares of Series X Preferred Stock in accordance withthe terms of the Certificate of Designation for the Series X Non-Voting Convertible Preferre

90、d Stock.The Merger was consummated and completed on February 14,2025.22025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm9/119 After giving effect to the Merger,pursuant to the terms and cond

91、itions of the Merger Agreement:(i)the holders of theoutstanding equity of Predecessor ENvue immediately prior to the effective time of the First Merger(“First Effective Time”)own 19.9%of the common stock of the Company and 85.0%of the outstanding equity of the Company(assuming the Series XPreferred

92、Stock is converting at a ratio of 1,000:1)immediately following the First Effective Time,which followingstockholder approval will allow the Series X Preferred Stock to convert to common stock of the Company which may result inthe holders of Predecessor ENvue to own 85%of the common stock of the Comp

93、any,and(ii)the holders of our outstandingequity immediately prior to the First Effective Time own 80.1%of the common stock of the Company and 15.0%of theoutstanding equity of the Company(assuming the Series X Preferred Stock is converting at a ratio of 1,000:1)immediatelyfollowing the First Effectiv

94、e Time,which following stockholder approval which will allow the Series X Preferred Stock toconvert to common stock of the Company which may result in our holders owning 15%of common stock of the Company.February 2025 Private Placement On February 13,2025,we entered into a Securities Purchase Agreem

95、ent(the“PIPE Purchase Agreement”)with an institutionalinvestor(the“Investor”),pursuant to which we sold in a private placement senior convertible debenture(the“Debenture”)duethe earlier of(i)the date that is the 30-day anniversary of the effective date of stockholder approval of the issuance of thes

96、hares of common stock upon the conversion of the debentures and(ii)November 13,2025(the date that is nine monthsfollowing the date of issuance of the Debenture)(“Maturity Date”),having an aggregate principal amount(the“PrincipalAmount”)of$500,000(the“Debenture Transaction”).The closing of the Debent

97、ure Transaction occurred on February 14,2025.On March 26,2025,we amended and restated the Debenture(the“A&R Debenture”)to increase the Principal Amount to$1,300,000 to provide for the funding by the Investor to our subsidiary ENvue Medical Holdings LLC(“ENvue”),a whollyowned subsidiary of(i)an aggre

98、gate of$250,000 by the Investor to ENvue on February 6,2025,(ii)an aggregate of$250,000by the Investor to ENvue on March 4,2025,and(iii)and an aggregate of$300,000 by the Investor to ENvue on March 26,2025.On the Maturity Date,we shall pay the Investor in cash or,at the option of the Investor,in the

99、 form of conversion shares,or acombination thereof,the entire outstanding Principal Amount of the A&R Debenture,together with accrued and unpaid interestthereon,the applicable exit fee and any other amounts due thereunder.Following the receipt of Debenture StockholderApproval,the A&R Debenture shall

100、 be convertible,in whole or in part,into shares of common stock,at the option of theInvestor,at the initial conversion price of$4.8906(the“A&R Debenture Conversion Price”),which is subject to customaryanti-dilution adjustments,and which such A&R Debenture Conversion Price shall not be lower than the

101、 floor price of$0.97812.The A&R Debenture bears interest at the rate of 8.0%per annum,payable on the Maturity Date.The issuance of the Debenture and the A&R Debenture was made in reliance on an exemption from registration provided bySection 4(a)(2)of the Securities Act of 1933,as amended(the“Securit

102、ies Act”),and Regulation D promulgated thereunder fortransactions not involving a public offering.ENvue Consolidated Secured Note On January 17,2025,ENvue issued a Consolidated Secured Note,(as amended,the“ENvue Note”in the aggregate principalamount of$2,497,308,which such note was funded in several

103、 tranches.The ENvue Note does not bear interest and is securedby Collateral(as defined in the ENvue Note).The aggregate principal amount owed under the ENvue Note shall be due andpayable on the earlier of(i)the receipt of shareholder approval by NanoVibronix,Inc.of the Parent Stockholder Matters(asd

104、efined in that certain Merger Agreement)and(ii)December 31,2025.January 2025 3(a)(9)Exchange On January 7,2025,we entered into a securities exchange agreement(the“Exchange Agreement”)with a certain institutionalinvestor pursuant to which we agreed to issue an aggregate of(i)41,498 shares of common s

105、tock(the“3(a)(9)Shares”),(ii)awarrant to purchase up to 158,562 shares of common stock(the“January 2025 Warrant”),and(iii)a pre-funded warrant topurchase up to 178,132 shares of common stock(the“January 2025 Pre-Funded Warrant”),in exchange for the A-1 Warrantheld by the Holder to purchase up to 264

106、,271 shares of common stock at an exercise price of$16.17 per share(the“Exchange”).We cancelled the A-1 Warrant reacquired in the Exchange and the A-1 Warrant will not be reissued.The January2025 Warrant has substantially the same terms as the A-1 Warrant,except that the shares of common stock issua

107、ble uponexercise of the January 2025 Warrant are subject to stockholder approval pursuant to the applicable rules and regulations of theNasdaq,is exercisable for a term of five and one half years from the date such stockholder approval is received and deemedeffective under Delaware law,and has an ex

108、ercise price of$6.8296 per share.2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm10/119Subsequent to the Exchange,the holder of the January 2025 Pre-Funded Warrant(i)exercised the January

109、2025 Pre-FundedWarrant in full on a cashless basis for an aggregate of 228,354 shares of common stock and(ii)exercised the January 2025Warrant in full on a cashless basis for an aggregate of 91,507 shares of common stock.The issuance in the Exchange of the 3(a)(9)Shares,the January 2025 Warrant,the

110、January 2025 Pre-Funded Warrant and theshares of common stock issuable upon the exercise thereof pursuant to the Exchange Agreement was made in reliance on anexemption from registration under Section 3(a)(9)of the Securities Act.32025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/

111、forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm11/119 Nasdaq Minimum Stockholders Bid Price Requirement and Minimum Stockholders Equity Requirement As previously disclosed,on April 10,2024,we received a letter(the“Letter”)from the Listing Qualifications Dep

112、artment(the“Staff”)of The Nasdaq Stock Market LLC indicating that,based upon the closing bid price of our Common Stock for the 30consecutive business days between February 27,2024 and April 9,2024,we did not meet the minimum bid price of$1.00 pershare required for continued listing on Nasdaq pursuan

113、t to Nasdaq Listing Rule 5550(a)(2)(the“Bid Price Rule”).The Letteralso indicated that we were provided with a compliance period of 180 calendar days,or until October 7,2024,in which toregain compliance with the Bid Price Rule pursuant to Nasdaq Listing Rule 5810(c)(3)(A).We did not regain complianc

114、e withthe Bid Price Rule by October 7,2024,and on October 8,2024,Nasdaq notified us that our securities were subject to delistingfrom Nasdaq unless we timely requested a hearing before the Nasdaq Hearings Panel(the“Panel”).We subsequently timelyrequested a hearing before the Panel,which was held on

115、December 5,2024(the“Hearing”).On November 19,2024,we received an additional deficiency notice from the Staff indicating that we no longer satisfied the$2.5 million stockholders equity requirement set forth in Nasdaq Listing Rule 5550(b)(1)(the“Equity Rule”)for continuedlisting on Nasdaq.The Staff in

116、dicated that our non-compliance with the Equity Rule would be considered by the Panel at theHearing and could serve as an additional basis for delisting of our securities from Nasdaq.On December 26,2024,we received a decision letter(the“Decision Letter”)from the Panel granting a limited extension of

117、time for us to demonstrate compliance with the Bid Price Rule and the Equity Rule for continued listing on Nasdaq,subject tothe following conditions:(i)on or before February 27,2025,we will have obtained stockholder approval to effect a reversestock split;(ii)on or before March 31,2025,we shall have

118、 effected a reverse stock split and,thereafter,maintain a$1.00closing bid price of our common stock for a minimum of ten consecutive trading days;(iii)on or before March 31,2025,weare required to demonstrate compliance with the Equity Rule by filing public disclosure with the SEC and demonstrate lon

119、g-term compliance with the Equity Rule;and(iv)on or before March 31,2025,we are required to demonstrate compliance withall continued listing requirements for Nasdaq.On February 24,2025,we obtained approval from our stockholders to file acertificate of amendment to our Certificate of Incorporation to

120、 effectuate the Reverse Stock Split,among others,and on March13,2025,the Reverse Stock Split became effective.On April 9,2025,we received a letter(the“April Letter”)from the Staff notifying us that we had demonstrated compliancewith the Bid Price Rule and the Equity Rule as required by the Panel pur

121、suant to the Decision Letter.Pursuant to the April Letter,we will be subject to a mandatory panel monitor for a period of one year from the date of the AprilLetter.If,within that one-year monitoring period,Staff finds us again out of compliance with the Equity Rule that was subjectof the exception,n

122、otwithstanding Rule 5810(c)(2),we will not be permitted to provide the Staff with a plan of compliance withrespect to that deficiency and Staff will not be permitted to grant additional time for us to regain compliance with respect tothat deficiency,nor will the company be afforded an applicable cur

123、e or compliance period pursuant to Rule 5810(c)(3).Instead,Staff will issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the Panel or anewly convened Hearings Panel if the initial Panel is unavailable.Implications of Being a Smaller Reporting Company We

124、 are a“smaller reporting company”and accordingly may provide less public disclosure than larger public companies.As aresult,the information that we provide to our stockholders may be different than you might receive from other public reportingcompanies in which you hold equity interests.Corporate In

125、formation We were organized in the State of Delaware on October 20,2003.Our principal executive offices are located at 969 Pruitt Ave,Tyler,Texas 77569.Our telephone number is(914)233-3004.Our website address is .Informationaccessed through our website is not incorporated into this prospectus and is

126、 not a part of this prospectus.42025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm12/119 THE OFFERING Securities to be Offered by Us Up to 400,000 shares of our Preferred Stock(and(i)up to a

127、n aggregate of 1,550,388shares of common stock issuable upon conversion of the Preferred Stock at an assumedconversion price of$6.45 per share,which was the last reported sales price of ourcommon stock on Nasdaq on April 10,2025,and an assumed stated value per share of$25 and(ii)up to an aggregate o

128、f 697,675 shares of common stock issuable payment ofall dividends accrued on the Preferred Stock in shares of common stock).A Warrant to purchase one share of common stock will be issued for every one share ofcommon stock issuable upon conversion of Preferred Stock sold in this offering at anassumed

129、 conversion price of$6.45 per share(up to an aggregate of 1,550,388 shares ofour common stock issuable upon exercise of the Warrants).This offering also relates to the additional shares of Preferred Stock and/or shares ofcommon stock and/or Warrants to purchase shares of common stock issuable upon a

130、nyexercise of the over-allotment option,if any.Preferred Stock to be Offered byUs Up to 400,000 shares of our Preferred Stock will be offered in this offering.Thisprospectus also relates to the offering of the shares of common stock issuable uponconversion of the Preferred Stock.Conversion Our Prefe

131、rred Stock will be convertible into shares of our common stock at an assumedconversion price of$6.45 per share,subject to adjustment as provided in the Certificateof Designations,at any time on or after the date of issuance at the option of the holderprior to the fifth anniversary of the date of iss

132、uance,at which time all shares ofoutstanding Preferred Stock shall automatically and without any further action by theholder be converted into shares of our common stock at the then effective conversionprice,provided that the holder will be prohibited from converting Preferred Stock intoshares of ou

133、r common stock if,as a result of such conversion,the holder,together withits affiliates,would own more than 4.99%of the total number of shares of our commonstock then issued and outstanding.However,any holder may increase or decrease suchpercentage to any other percentage not in excess of 9.99%,prov

134、ided that any increase insuch percentage shall not be effective until 61 days after such notice to us.The Preferred Stock,to the extent that it has not been converted previously,is subject tofull ratchet anti-dilution price protection upon the issuance of equity or equity-linkedsecurities at an effe

135、ctive common stock purchase price of less than the conversion pricethen in effect,subject to adjustment as provided in the Certificate of Designations,provided,however,that in no event will the conversion price of the Preferred Stock beless than the floor price,which such floor price shall equal 50%

136、of the“Minimum Price”(as such term is defined in Rule 5635 of the Listing Rules of the Nasdaq Stock Market)on the date of the Underwriting Agreement(subject to adjustment for stock splits,stockdividends,stock combinations,recapitalizations or other similar events)or,in any case,such lower amount as

137、permitted,from time to time,by Nasdaq(the“Floor Price”).Voting Rights The holders of the Preferred Stock have no voting rights,except as required by law.Anyamendment to our certificate of incorporation,bylaws or the Certificate of Designationsthat adversely affects the powers,preferences and rights

138、of the Preferred Stock requiresthe approval of the holders of a majority of the shares of Preferred Stock thenoutstanding.52025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm13/119 Dividends

139、The holders of Preferred Stock will be entitled to receive cumulative dividends at the rateper share of 9%per annum of the stated value per share,until the fifth anniversary of thedate of issuance of the Preferred Stock.The dividends become payable,at our option,ineither cash,out of any funds legall

140、y available for such purpose,or in shares of commonstock,(i)upon any conversion of the Preferred Stock,(ii)on each such other date as ourboard of directors may determine,subject to written consent of the holders of PreferredStock holding a majority of the then issued and outstanding Preferred Stock,

141、(iii)uponour liquidation,dissolution or winding up,and(iv)upon occurrence of a fundamentaltransaction,including any merger or consolidation,sale of all or substantially all of ourassets,exchange or conversion of all of our common stock by tender offer,exchangeoffer or reclassification;provided,howev

142、er,that if Preferred Stock is converted intoshares of common stock at any time prior to the fifth anniversary of the date of issuanceof the Preferred Stock,the holder will receive a make-whole payment in an amount incash equal(i)to all of the dividends that,but for the early conversion,would haveoth

143、erwise accrued on the applicable shares of Preferred Stock being converted for theperiod commencing on the issuance Date and ending on the five(5)year anniversary ofthe issuance date,or if such day is not a business day,on the next succeeding businessday(the“Mandatory Conversion Date”)minus(ii)the a

144、mount of all prior dividends paidon such converted Series G Preferred Stock before the relevant Conversion Date(each asdefined in the Certificate of Designations of the Series G Preferred Stock).Make-wholepayments are payable at our option in either cash,out of funds legally available for suchpurpos

145、e,or in shares of common stock.With respect to any dividend payments and make-whole payments paid in shares ofcommon stock,the number of shares of common stock to be issued to a holder ofPreferred Stock will be an amount equal to the quotient of(i)the amount of the dividendpayable to such holder div

146、ided by(ii)the conversion price then in effect,provided thatthe conversion price shall not be less than the Floor Price.This prospectus also relates to the offering of(i)up to 697,675 shares of common stockissuable upon payment of dividends accrued on the Preferred Stock in shares of commonstock upo

147、n conversion of the Preferred Stock,and up to(ii)104,651 shares of commonstock issuable upon payment of any dividends accrued on the up to 60,000 additionalshares of Preferred Stock(which may be purchased by the representative solely to coverover-allotments,if any)in shares of common stock upon conv

148、ersion of such additionalshares of Preferred Stock.62025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm14/119 Warrants to be Offered Warrants to purchase up to 1,550,388 shares of our common

149、stock.Each Warrant will beexercisable on or after the date of issuance,at an assumed exercise price of$6.45 pershare of common stock and will expire five years from the date of issuance.See“Description of Securities We Are Offering”for more information.This prospectusalso relates to the offering of

150、the shares of common stock issuable upon exercise of theWarrants.The shares of Preferred Stock and the accompanying Warrants can only be purchasedtogether in this offering but will be issued separately and will be immediately separableupon issuance.Option to purchase additionalshares of Preferred St

151、ock,sharesof common stock,and/orWarrants We have granted a 45-day option to the representative to purchase from us,at the publicoffering price,less the underwriting discounts and commissions,up to 60,000 additionalshares of Preferred Stock and/or 232,559 shares of common stock and/or Warrants topurc

152、hase up to 232,559 shares of common stock to cover over-allotments,if any.The over-allotment option purchase price to be paid by the underwriters per additional(i)share of Preferred Stock shall be equal to the purchase price allocated to one share ofPreferred Stock(“Preferred Stock Purchase Price”),

153、(ii)share of common stock shall beequal to the quotient of(x)Preferred Stock Purchase Price divided by(y)stated value perPreferred Stock divided by conversion price,and(iii)Warrant to purchase one share ofcommon stock shall be equal to purchase price allocated to the Warrants.This offeringalso relat

154、es to the additional shares of Preferred Stock and/or shares of common stockand/or Warrants to purchase shares of common stock issuable upon exercise of the over-allotment,if any.Common Stock OutstandingAfter This Offering(1)3,073,596 shares(assuming sale of all shares covered by this prospectus,con

155、version of400,000 shares of Preferred Stock into 1,550,388 shares of common stock and paymentof all dividends accrued on the Preferred Stock in an aggregate of 697,675 shares ofcommon stock upon conversion of the Preferred Stock at an assumed conversion price of$6.45 per share,an assumed stated valu

156、e per share of$25,and no exercise of any of theWarrants offered hereby).Use of Proceeds We estimate that the net proceeds from this offering will be approximately$8.2 million,after deducting the underwriting discounts and commissions and estimated offeringexpenses payable by us(assuming the sale of

157、all shares covered by this prospectus andno exercise of any of the Warrants offered hereby).We currently intend to use the net proceeds from the offering for(i)the redemption ofthe principal amount of the A&R Debenture in full pursuant to the terms and conditionsof the A&R Debenture(such redemption,

158、a“Public Offering Mandatory Redemption”)and up to$700,000 to be applied to the partial repayment of the ENvue Note and(ii)general corporate purposes,including but not limited to,up to$1.0 million for funding ofour current products,development programs,commercial planning and sales andmarketing expen

159、ses,potential strategic acquisitions,general and administrative expensesand working capital.See“Use of Proceeds”beginning on page 14.Risk Factors See“Risk Factors”beginning on page 8 of this prospectus and other informationincluded and incorporated by reference in this prospectus for a discussion of

160、 the riskfactors you should consider carefully when making an investment decision.Nasdaq Symbol Our common stock is listed on Nasdaq under the symbol“NAOV.”We have applied tolist the Preferred Stock on Nasdaq under the symbol“NAOVP”.This offering isconditioned upon the approval of our listing of the

161、 Preferred Stock on Nasdaq,whichapproval may not be granted.If our listing of the Preferred Stock is not approved byNasdaq,we will not be able to consummate this offering of our securities,and thisoffering will be terminated.No assurance can be given that a trading market will developfor the Preferr

162、ed Stock.There is no established trading market for the Warrants,and wedo not expect a trading market to develop.We do not intend to list the Warrants on any2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/00016411722500

163、9631/forms-1a.htm15/119securities exchange or other trading market.Without an active trading market,theliquidity of the Preferred Stock and the Warrants will be extremely limited.(1)The number of shares of our common stock to be outstanding immediately after the closing of this offering is based on8

164、25,533 shares of common stock outstanding as of April 29,2025,and,unless otherwise indicated,excludes,as of that date:18,423 shares of common stock issuable upon the exercise of stock options issued under the 2014 Long-TermIncentive Plan(the“2014 Plan”),at a weighted-average exercise price of$13.50

165、per share;26,636 shares of common stock issuable upon the exercise of stock options issued under the 2024 Long-TermIncentive Plan(the“2024 Plan”),at a weighted-average exercise price of$6.70 per share;9,486 shares of common stock available for issuance under the 2024 Plan;25,843 shares of common sto

166、ck issuable upon the exercise of warrants outstanding at a weighted average exerciseprice of$21.22 per share;265,816 shares of common stock issuable conversion of the A&R Debenture at a conversion price of$4.8906 pershare;125,262 shares of common stock issuable upon the exercise of the Merger Pre-Fu

167、nded Warrant at an exercise priceof$0.0001 per share;and 77,520 shares of common stock issuable upon the exercise of the warrants to purchase common stock that we haveagreed to issue to the representative or its designees in this offering(the“Representatives Warrants”),assuming the sale of allshares

168、 covered by this prospectus,at an assumed exercise price of$6.45 per share.Except as otherwise indicated,the information in this prospectus assumes(i)no exercise of any Warrants issued in thisoffering,(i)no exercise of the Representatives Warrants to be issued to the representative or its designees

169、as compensation inconnection with this offering,and(iii)no exercise of the options or warrants described above,and(iv)no exercise by therepresentative of its option to purchase additional Preferred Stock and/or shares of common stock and/or Warrants to coverover-allotments,if any.72025/5/13 09:20sec

170、.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm16/119 RISK FACTORS An investment in our securities involves certain risks.You should not invest unless you are able to bear the complete loss of yourinvestme

171、nt.You should carefully consider the risks described below and discussed under the section entitled“Risk Factors”in ourmost recent Annual Report on Form 10-K which is incorporated herein by reference,together with other information in thisprospectus and the information and documents incorporated by

172、reference in this prospectus,including our future reports on Form10-K and 10-Q.Our business,business prospects,financial condition or results of operations could be seriously harmed as a resultof these risks,which could cause the trading price of our common stock to decline,resulting in a loss of al

173、l or part of yourinvestment.Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may materiallyand adversely affect our business,financial condition and results of operations.Please also read carefully the section belowentitled“Special Note Regarding

174、 Forward-Looking Statements.”Risks Related to the Offering We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.Our management will have broad discretion in the application of the net proceeds,including for any of the purposes described inthe se

175、ction of this prospectus entitled“Use of Proceeds.”You will be relying on the judgment of our management with regard tothe use of these net proceeds,and you will not have the opportunity,as part of your investment decision,to assess whether the netproceeds are being used appropriately.The failure by

176、 our management to apply these funds effectively could result in financiallosses that could have a material adverse effect on our business,cause the price of our securities to decline and delay thedevelopment of our product candidates.Pending the application of these funds,we may invest the net proc

177、eeds from this offeringin a manner that does not produce income or that loses value.If you purchase the Preferred Stock sold in this offering and assuming its conversion into shares of our common stock,you willexperience immediate and substantial dilution in your investment.Since the price per share

178、 of our Preferred Stock being offered in this offering exceeds the net tangible book value per share of ourcommon stock outstanding prior to this offering,you will suffer immediate and substantial dilution with respect to the net tangiblebook value of the Preferred Stock you purchase in this offerin

179、g,assuming conversion of the Preferred Stock into shares of ourcommon stock.After giving effect to the sale by us all 400,000 shares of Preferred Stock covered by this prospectus,based on anassumed combined public offering price of$25 per share of Preferred Stock and accompanying Warrant(which is eq

180、ual to$6.45per share on an as-converted-to-common stock basis),after deducting underwriting discounts and commissions and other estimatedoffering expenses payable by us and assuming conversion of the Preferred Stock into shares of our common stock and payment ofall dividends accrued on the Preferred

181、 Stock in shares of common stock upon conversion of the Preferred Stock at an assumedconversion price of$6.45 and an assumed stated value per share of$25,you will experience immediate dilution of$5.05 per shareof common stock,representing the difference between our pro forma as adjusted net tangible

182、 book value per share of commonstock as of December 31,2024,and the effective offering price per share of common stock.If any of our outstanding options orwarrants are exercised,you could experience further dilution.For the purpose of this calculation,the entire purchase price for theshares of Prefe

183、rred Stock and accompanying warrants is being allocated to the shares of Preferred Stock,and shares issuable uponexercise of the Warrants have not been included.Furthermore,the exercise of outstanding warrants and options may result infurther dilution of your investment.See the section entitled“Dilu

184、tion”on for a more detailed illustration of the dilution you willincur if you participate in this offering.82025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm17/119 There may be future sales

185、 of our securities or other dilution of our equity,which may adversely affect the market price of ourcommon stock.Even with the proceeds from this offering,we expect we will need to raise additional capital,potentially shortly after this offering.In order to raise additional capital in the future,we

186、 may offer shares of common stock or other securities convertible into orexchangeable for our common stock.We are generally not restricted from issuing additional securities,including shares of commonstock,securities that are convertible into or exchangeable for,or that represent the right to receiv

187、e,common stock or substantiallysimilar securities.The issuance of securities in future offerings may cause further dilution to our stockholders,including investorsin this offering.We may not be able to sell shares or other securities in any other offering at a price per share that is equal to orgrea

188、ter than the price per share paid by investors in this offering,and investors purchasing shares or other securities in the futurecould have rights superior to existing stockholders.The price per share at which we sell additional shares of common stock orsecurities convertible into shares of common s

189、tock in future transactions may be higher or lower than the price per share in thisoffering.You will also incur dilution upon exercise of any outstanding stock options,warrants or upon the issuance of shares ofcommon stock under our stock incentive programs.In addition,any future sales of a substant

190、ial number of shares of common stockin the public market,or the perception that such sales may occur,could adversely affect the price of our common stock.We cannotpredict the effect,if any,that market sales of those shares of common stock or the availability of those shares for sale will have onthe

191、market price of our common stock.If our listing application for the Preferred Stock is not approved by Nasdaq,we will not be able to consummate this offering andwill terminate this offering.No assurance can be given that a trading market will develop for the Preferred Stock.There is nopublic market

192、for the Warrants being offered by us in this offering.We have applied to list the Preferred Stock on Nasdaq under the symbol“NAOVP”.This offering is conditioned upon the approvalof our listing of the Preferred Stock on Nasdaq,which approval may not be granted.If our listing of the Preferred Stock is

193、 notapproved by Nasdaq,we will not be able to consummate this offering of our securities,and this offering will be terminated.Prior tothis offering,there has been no public market for the Preferred Stock and no assurance can be given that a trading market willdevelop for the Preferred Stock.Addition

194、ally,there is no established public trading market for the Warrants,and we do not expect a market to develop.We do notintend to apply to list the Warrants on any national securities exchange or other nationally recognized trading system.Without anactive market,the liquidity of the Warrants will be l

195、imited.The Preferred Stock and the Warrants are speculative in nature.The Preferred Stock and Warrants offered hereby do not confer any rights of share of common stock ownership on their holders,such as voting rights,but rather merely represent the right to acquire shares of common stock at a fixed

196、conversion price orexercise price,respectively,subject to certain adjustments contained therein.Specifically,(i)holders of the Preferred Stock mayacquire the shares of common stock issuable upon conversion of such Preferred Stock at an assumed conversion price of$6.45 pershare of common stock,which

197、conversion price is subject to certain adjustments contained in the Certificate of Designations and(ii)holders of the Warrants may acquire the shares of common stock issuable upon exercise of such Warrants at an assumedexercise price of$6.45 per share of common stock,which exercise price is subject

198、to certain adjustments contained in the Warrants.Moreover,following this offering,the market value of the Preferred Stock and the Warrants is uncertain and there can be noassurance that the market value of the Preferred Stock and the Warrants,if any,will equal or exceed their public offering prices.

199、There can be no assurance that the market price of the shares of common stock will ever equal or exceed the conversion price ofthe Preferred Stock or the exercise price of the Warrants,and consequently,whether it will ever be profitable for holders ofPreferred Stock to convert their shares of Prefer

200、red of Stock and/or exercise their Warrants.Holders of the Preferred Stock and the Warrants offered hereby will have no rights as common stockholders with respect to theshares our common stock underlying the warrants until such holders convert or exercise their shares of Preferred Stock orWarrants a

201、nd acquire our common stock,except as otherwise provided in the Preferred Stock and the Warrants.Until holders of the Preferred Stock and the Warrants acquire shares of our common stock upon conversion or exercise thereof,such holders will have no rights with respect to the shares of our common stoc

202、k underlying such Preferred Stock and Warrants.Upon conversion of the Preferred Stock and the exercise of the Warrants,the holders will be entitled to exercise the rights of acommon stockholder only as to matters for which the record date occurs after the conversion date or the exercise date,asappli

203、cable.92025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm18/119 The Certificate of Designations for the Preferred Stock contains anti-dilution provisions that may result in the reduction of

204、theconversion price for the Preferred Stock in the future.This feature may result in an indeterminate number of shares ofcommon stock being issued upon conversion or exercise,as applicable.The Certificate of Designations for our Preferred Stock contains anti-dilution provisions,which such provisions

205、 require thelowering of the conversion price to the purchase price of future offerings.If in the future we issue securities for less than theconversion price of our Preferred Stock,we will be required to further reduce the relevant conversion price,which will result in agreater number of shares of c

206、ommon stock being issuable upon conversion,which in turn will have a greater dilutive effect on ourshareholders,provided,however,that the conversion price shall in no event be less than the Floor Price.As such,it is possible thatwe will not have sufficient available shares to satisfy the conversion

207、of the Preferred Stock if we enter into a future transaction thatlowers the conversion price.If we do not have sufficient available shares for any Preferred Stock conversions,we will be requiredto increase our authorized shares,which may not be possible and will be time consuming and expensive.The p

208、otential for suchissuances may depress the price of our common stock regardless of our business performance.We may find it more difficult toraise additional equity capital while the Preferred Stock is outstanding.The Preferred Stock provides for the payment of dividends in cash or in shares of our c

209、ommon stock,and we may not bepermitted to pay such dividends in cash,which will require us to have shares of common stock available to pay the dividends.Each share of Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 9%per annum of the statevalue per share,unt

210、il the fifth anniversary of the date of issuance of the Preferred Stock.The dividends are payable,at ourdiscretion,in cash,out of any funds legally available for such purpose,or in pay-in-kind shares of common stock calculated basedon the conversion price,subject to adjustment as provided in the Cer

211、tificate of Designations and the Floor Price.The conversionprice is subject to reduction if in the future we issue securities for less than the conversion price of our Preferred Stock,provided,however,that the conversion price shall in no event be less than the Floor Price.As such,it is possible tha

212、t we will not havesufficient available shares to pay the dividend in common stock,which would require the payment of the dividend in cash.We willnot be permitted to pay the dividend in cash unless we are legally permitted to do so under Delaware law,which requires cash to beavailable from surplus or

213、 net profits neither of which we currently have available.Aspects of the tax treatment of the securities may be uncertain.The tax treatment of the Preferred Stock and the Warrants is uncertain and may vary depending upon whether you are an individualor a legal entity and whether or not you are domic

214、iled in the United States.In the event you are a non-U.S.investor,you shouldconsult your tax advisors as to the consequences,under the tax laws of the country where you are resident for tax purposes,ofacquiring,holding and disposing of the Preferred Stock and the Warrants.Risks Related to the Unaudi

215、ted Pro Forma Condensed Combined Financial Statements and Our Securities The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only,and futureresults of NanoVibronix following the completion of the Merger may differ materially from the unaudited pro

216、forma financialstatements presented in this prospectus.The unaudited pro forma condensed combined financial statements contained in this prospectus are presented for illustrativepurposes only and may not be an indication of NanoVibronixs financial condition or results of operations following the com

217、pletionof the Merger for several reasons.The unaudited pro forma condensed combined financial statements have been derived from thehistorical financial statements of NanoVibronix and ENvue and adjustments and assumptions have been made regarding thecombined company.The information upon which these a

218、djustments and assumptions have been made is preliminary,and thesekinds of adjustments and assumptions are difficult to make with accuracy.Moreover,the unaudited pro forma condensed combinedfinancial statements do not reflect all costs that are expected to be incurred by the combined company in conn

219、ection with theMerger.As a result,the actual financial condition and results of operations of the combined company following the completion ofthe Merger may not be consistent with,or evident from,these unaudited pro forma condensed combined financial statements.Theassumptions used in preparing the p

220、ro forma financial information may not prove to be accurate,and other factors may affect thecombined companys financial condition or results of operations following the Merger.Any decline or potential decline in thecombined companys financial condition or results of operations may cause significant

221、variations in the market price ofNanoVibronixs common stock.102025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm19/119 If we fail to comply with the continued listing requirements of Nasdaq,

222、our common stock may be delisted and the price of ourcommon stock and our ability to access the capital markets could be negatively impacted.Our common stock is currently listed for trading on Nasdaq.We must satisfy Nasdaqs continued listing requirements,including,among other things,a minimum stockh

223、olders equity of$2.5 million and a minimum closing bid price of$1.00 per share or riskdelisting,which would have a material adverse effect on our business.A delisting of our common stock from Nasdaq couldmaterially reduce the liquidity of our common stock and result in a corresponding material reduc

224、tion in the price of our commonstock.In addition,delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us,or at all,and may result in the potential loss of confidence by investors,suppliers,customers and employees and fewer businessdevelopment

225、 opportunities.We have in the past,and may in the future,be unable to comply with certain of the listing standards that we are required to meet tomaintain the listing of our common shares on Nasdaq.For example,On April 10,2024,we received the Letter from the Staffindicating that,based upon the closi

226、ng bid price of our common stock for the 30 consecutive business days between February 27,2024,and April 9,2024,we did not meet the minimum bid price of$1.00 per share required for continued listing on Nasdaqpursuant to the Bid Price Rule.The Letter also indicated that we were provided with a compli

227、ance period of 180 calendar days,oruntil October 7,2024,in which to regain compliance with the Bid Price Rule pursuant to Nasdaq Listing Rule 5810(c)(3)(A).Wedid not regain compliance with the Bid Price Rule by October 7,2024,and on October 8,2024,Nasdaq notified us that oursecurities were subject t

228、o delisting from Nasdaq unless we timely requested a hearing before the Panel.We subsequently timelyrequested a hearing before the Panel,which was held on December 5,2024.On November 19,2024,we received an additional deficiency notice from the Staff indicating that we no longer satisfied the$2.5mill

229、ion stockholders equity requirement set forth in the Equity Rule for continued listing on Nasdaq.The Staff indicated that ournon-compliance with the Equity Rule would be considered by the Panel at the Hearing and could serve as an additional basis fordelisting of our securities from Nasdaq.On Decemb

230、er 26,2024,we received the Decision Letter from the Panel granting a limited extension of time for us to demonstratecompliance with the Bid Price Rule and the Equity Rule for continued listing on Nasdaq,subject to the following conditions:(i)onor before February 27,2025,we will have obtained stockho

231、lder approval to effect a reverse stock split of our common stock;(ii)onor before March 31,2025,we shall have effected a reverse stock split and,thereafter,maintain a$1.00 closing bid price of ourcommon stock for a minimum of ten consecutive trading days;(iii)on or before March 31,2025,we are requir

232、ed to demonstratecompliance with the Equity Rule by filing public disclosure with the SEC and demonstrate long-term compliance with the EquityRule;and(iv)on or before March 31,2025,we are required to demonstrate compliance with all continued listing requirements forNasdaq.On February 24,2025,we obta

233、ined approval from our stockholders to file a certificate of amendment to our Certificate ofIncorporation to effectuate the 2025 Reverse Stock Split,among others,and on March 13,2025,the 2025 Reverse Stock Splitbecame effective.On April 9,2025,we received the April Letter from the Staff notifying us

234、 that we had demonstrated compliance with the Bid PriceRule and the Equity Rule as required by the Panel pursuant to the Decision Letter.Pursuant to the April Letter,we will be subject to a mandatory panel monitor for a period of one year from the date of the AprilLetter.If,within that one-year moni

235、toring period,Staff finds us again out of compliance with the Equity Rule that was subject ofthe exception,notwithstanding Rule 5810(c)(2),we will not be permitted to provide the Staff with a plan of compliance withrespect to that deficiency and Staff will not be permitted to grant additional time f

236、or us to regain compliance with respect to thatdeficiency,nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).Instead,Staffwill issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the Panel or a newlyconve

237、ned Hearings Panel if the initial Panel is unavailable.There is no assurance that we will maintain compliance with the minimum listing requirements with all applicable requirements forcontinued listing on Nasdaq.If our common stock were delisted from Nasdaq,trading of our common stock would most lik

238、ely takeplace on an over-the-counter market established for unlisted securities,such as the OTCQB or the Pink Market maintained by OTCMarkets Group Inc.An investor would likely find it less convenient to sell,or to obtain accurate quotations in seeking to buy,ourcommon stock on an over-the-counter m

239、arket,and many investors would likely not buy or sell our common stock due to difficultyin accessing over-the-counter markets,policies preventing them from trading in securities not listed on a national exchange or otherreasons.In addition,as a delisted security,our common stock would be subject to

240、SEC rules as a“penny stock,”which imposeadditional disclosure requirements on broker-dealers.The regulations relating to penny stocks,coupled with the typically highercost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentageof

241、 the price of a penny stock than of a higher-priced stock,would further limit the ability of investors to trade in our common stock.In addition,delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us,or atall,and may result in the potential l

242、oss of confidence by investors,suppliers,customers and employees and fewer businessdevelopment opportunities.For these reasons and others,delisting would adversely affect the liquidity,trading volume and price ofour common stock,causing the value of an investment in us to decrease and having an adve

243、rse effect on our business,financialcondition and results of operations,including our ability to attract and retain qualified employees and to raise capital.2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/00016411722500

244、9631/forms-1a.htm20/119 The Series X Certificate of Designations,as amended by the Series X Certificate of Amendment,contains certain provisions thatmay result in the reduction of the conversion price of the Series X Preferred Stock as a result of this offering.This feature mayincrease the number of

245、 shares of common stock being issuable upon conversion of the Series X Preferred Stock.The Series X Certificate of Designations,as amended by the Series X Certificate of Amendment,contains certain provisions,whichinclude,but are not limited to,provisions that require the lowering of the applicable c

246、onversion price of the Series X PreferredStock to the conversion price of the Preferred Stock upon the closing of this offering.Upon the closing of this offering,we will berequired,subject to certain limitations and adjustments as provided in the Certificate of Designations,to reduce the Series XCon

247、version Price to the conversion price of the Preferred Stock,which such adjustment will result in a greater number of shares ofcommon stock being issuable upon conversion of the Series X Preferred Stock,which in turn will increase the dilutive effect ofsuch conversions on existing holders of our com

248、mon stock.112025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm21/119 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the information incorporated by reference in this p

249、rospectus contains“forward-looking statements,”whichinclude information relating to future events,future financial performance,strategies,expectations,competitive environment andregulation.Words such as“may,”“should,”“could,”“would,”“predicts,”“potential,”“continue,”“expects,”“anticipates,”“future,”

250、“intends,”“plans,”“believes,”“estimates,”and similar expressions,as well as statements in future tense,are intended toidentify forward-looking statements.Forward-looking statements should not be read as a guarantee of future performance or resultsand may not be accurate indications of when such perf

251、ormance or results will actually be achieved.Forward-looking statements arebased on information we have when those statements are made or our managements good faith belief as of that time with respectto future events,and are subject to risks and uncertainties that could cause actual performance or r

252、esults to differ materially fromthose expressed in or suggested by the forward-looking statements.Important factors that could cause such differences include,butare not limited to:Our management will have broad discretion in the application of the net proceeds from this offering,including for any of

253、the purposes described in the section of this prospectus entitled“Use of Proceeds.”The Certificate of Designations contains anti-dilution provisions that may result in the reduction of the conversion pricefor the Preferred Stock in the future.This feature may result in an indeterminate number of sha

254、res of common stock beingissued upon conversion of the Preferred Stock.The intended benefits of the Merger may not be realized.The market price of NanoVibronixs common stock after the Merger may be subject to significant fluctuations andvolatility,and the stockholders of the company may be unable to

255、 resell their shares at a profit and may incur losses.Changes in the business operations,strategies and focus of the combined company following the Merger may not result inan improvement in the value of NanoVibronixs common stock.Risks related to ENvues financial condition,business and operations,as

256、 well as legal,regulatory and compliance matters.Risks related to the ENvue System,including marketing,future adoption of and successful commercialization of theENvue System.Our history of losses and expectation of continued losses.Global economic and political instability and conflicts,such as the

257、conflict between Russia and Ukraine,could adverselyaffect 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

258、 eventual U.S.Food and Drug Administration(“FDA”)approval of our product candidates.Regulatory actions that could adversely affect the price of or demand for our approved products.Market acceptance of existing and new products.Favorable or unfavorable decisions about our products from government reg

259、ulators,insurance companies or other third-party payers(including CMS).Risks of product liability acclaims and the availability of insurance.Our ability to generate internal growth.Risks related to computer system failures and cyber-attacks.Our ability to obtain regulatory approval in foreign jurisd

260、ictions.Uncertainty regarding the success of our clinical trials for our products in development.122025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm22/119 Risks related to our operations in

261、 Israel,including political,economic and military instability.The price of our securities is volatile with limited trading volume.Our ability to maintain compliance with the continued listing requirements of Nasdaq and the risk that our common stockwill be delisted if we cannot do so.Our ability to

262、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 toinvestors.Our intellectual property portfolio and our ability to protect our

263、intellectual property rights.Our ability to recruit and retain qualified regulatory and research and development personnel.Unforeseen changes in healthcare reimbursement for any of our approved products.The adoption of health policy changes and health care reform.Lack of financial resources to adequ

264、ately support our operations.Difficulties in maintaining commercial scale manufacturing capacity and capability.Changes in our relationship with key collaborators.Changes in the market valuation or earnings of our competitors or companies viewed as similar to us.Our failure to comply with regulatory

265、 guidelines.Uncertainty in industry demand and patient wellness behavior.General economic conditions and market conditions in the medical device industry.Future sales of large blocks of our common stock,which may adversely impact our stock price.Depth of the trading market in our common stock.You sh

266、ould read this prospectus and any related free-writing prospectus and the documents incorporated by reference in thisprospectus with the understanding that our actual future results,levels of activity,performance and events and circumstances maybe materially different from what we expect.The forward

267、-looking statements contained in or incorporated by reference in thisprospectus are expressly qualified in their entirety by this cautionary statement.We do not undertake any obligation to publiclyupdate any forward-looking statement to reflect events or circumstances after the date on which any suc

268、h statement is made or toreflect the occurrence of unanticipated events.132025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm23/119 USE OF PROCEEDS We estimate that we will receive net procee

269、ds of approximately$8.2 million from the sale of the securities offered by us in thisoffering,after deducting underwriting discounts and commissions and estimated offering expenses payable by us(or approximately$9.7 million if the representative exercises its option to purchase additional shares of

270、Preferred Stock and/or Warrants in full).We intend to use the net proceeds from this offering for(i)the redemption of the principal amount of the A&R Debenture in fullpursuant to the terms and conditions of the A&R Debenture and up to$700,000 to be applied to the partial repayment of the ENvueNote a

271、nd(ii)general corporate purposes,including but not limited to,up to$1.0 million for funding of our current products,ourdevelopment programs,commercial planning and sales and marketing expenses,potential strategic acquisitions,general andadministrative expenses and working capital.The A&R Debenture b

272、ears interest at the rate of 8.0%per annum,payable on theMaturity Date and any principal amount of the A&R Debenture redeemed pursuant to a Public Offering Mandatory Redemptionshall be applied against the last principal amount of the A&R Debenture scheduled to be redeemed pursuant to the terms andco

273、nditions of the A&R Debenture,in reverse time order from the Maturity Date.The amounts and timing of our actual expenditures will depend upon numerous factors,including the progress of our developmentand commercialization efforts,the status of and results from our clinical trials,whether or not we e

274、nter into strategic collaborationsor partnerships,and our operating costs and expenditures.In addition,while we have not entered into any binding agreements orcommitments relating to any significant transaction as of the date of this prospectus that we expect to use the net proceeds from thisofferin

275、g,we may use a portion of the net proceeds to pursue acquisitions,joint ventures and other strategic transactions.A$10.00 increase or decrease in the assumed combined public offering price of$25 per share and accompanying Warrant wouldincrease or decrease the net proceeds from this offering by appro

276、ximately$136,000,assuming that the number of shares ofPreferred Stock and Warrants offered by us,as set forth on the cover page of this prospectus,remains the same,and after deductingthe underwriting discounts and commissions and estimated offering expenses payable by us.An increase or decrease of 1

277、,000shares of Preferred Stock and Warrants offered by us would increase or decrease our proceeds by approximately$850,000,assuming the assumed combined public offering price of$25 per share and accompanying Warrant remains the same,and afterdeducting underwriting discounts and commissions and estima

278、ted offering expenses payable by us.Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceedsin ways that do not improve our results of operations or enhance the value of our common stock.Accordingly,you will be relyingon the jud

279、gment of our management on the use of net proceeds,and you will not have the opportunity,as part of your investmentdecision,to assess whether the proceeds are being used appropriately.Our failure to apply these funds effectively could have amaterial adverse effect on our business and cause the price

280、 of our common stock to decline.Pending other uses,we intend to invest the proceeds to us in investment-grade,interest-bearing securities such as money marketfunds,certificates of deposit,or direct or guaranteed obligations of the U.S.government,or hold as cash.We cannot predictwhether the proceeds

281、invested will yield a favorable,or any,return.142025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm24/119 DILUTION The discussion assumes an effective price of$6.45 per share of common stock,

282、which is the last reported sales price of ourcommon stock on Nasdaq on April 10,2025,and an offering price of$25 per share of Preferred Stock and the accompanyingWarrant to purchase shares of common stock.If you invest in our Preferred Stock,your interest will be diluted to the extent of the differe

283、nce between the price per share ofPreferred Stock you pay in this offering and the pro forma as adjusted net tangible book value per share of our common stockimmediately after this offering(assuming the conversion of all of the Preferred Stock into shares of common stock).For thepurpose of such calc

284、ulation,the entire purchase price for the shares of Preferred Stock and accompanying Warrant is beingallocated to the shares of Preferred Stock,and the shares issuable upon exercise of the accompanying Warrants have not beenincluded.Our net tangible book value of our common stock as of December 31,2

285、024,was approximately$627,000 or approximately$1.65per share of our common stock,based upon 378,941 shares of our common stock outstanding as of that date.Net tangible bookvalue per share is determined by dividing our total tangible assets,less total liabilities,by the number of shares of our common

286、stock outstanding as of December 31,2024.Dilution in net tangible book value per share represents the difference between theamount per share paid by purchasers in this offering and the net tangible book value per share of our common stock immediatelyafter this offering.After giving effect to(i)the E

287、xchange and issuance by us of the 3(a)(9)Shares,the January 2025 Warrant,and the January 2025Pre-Funded Warrant,(ii)the cashless exercise of(a)the January 2025 Pre-Funded Warrant in full for an aggregate of 177,773shares of common stock and(b)the January 2025 Warrant in full for an aggregate of 91,5

288、07 shares of common stock,in each casesubsequent to the Exchange,(iii)the issuance of the Debenture in the Debenture Transaction on February 13,2025,and the A&RDebenture on March 26,2025,and(iv)the issuance of the Merger Shares,the Merger Pre-Funded Warrants,and 57,720 shares ofSeries X Preferred St

289、ock in connection with the Merger,in each case subsequent to December 31,2024(collectively,the“ProForma Adjustments”),our pro forma net tangible book value as of December 31,2024,was approximately$(3.9)million,orapproximately$(4.73)per share.After giving further effect to the sale by us in this offe

290、ring of 400,000 shares of our Preferred Stock and accompanying Warrants inthis offering at an assumed combined public offering price of$25 per share and Warrant,assuming no exercise of any of theWarrants being offered in this offering,including the Representatives Warrants,and after deducting the un

291、derwriting discounts andcommissions and estimated offering expenses payable by us,our pro forma as adjusted net tangible book value as of December 31,2024,would have been approximately$4.3 million,or approximately$1.40 per share(assuming conversion of 400,000 shares ofPreferred Stock into 1,550,388

292、shares of common stock,payment of all dividends accrued on the Preferred Stock in an aggregate of697,675 shares of common stock upon conversion of the Preferred Stock at an assumed conversion price of$6.45 and an assumedstated value per share of$25 and no exercise of any of the Warrants offered here

293、by).This represents an immediate increase in nettangible book value of approximately$6.13 per share of common stock to our existing security holders and an immediate dilutionin as adjusted net tangible book value of approximately$5.05 per share to purchasers of our securities in this offering,as ill

294、ustratedby the following table:Assumed public offering price per share of common stock$6.45 Historical net tangible book value per share as of December 31,2024$1.65 (Decrease)in net tangible book value per share attributable to the Pro FormaAdjustments$(6.38)Pro forma net tangible book value per sha

295、re after giving effect to the ProForma Adjustments$(4.73)Increase in pro forma as adjusted net tangible book value attributable to newinvestors$6.13 Pro forma as adjusted net tangible book value per share after giving effect tothis offering as of December 31,2024$1.40 Dilution per share to investors

296、 participating in this offering$5.05 A$10.00 increase in the assumed combined public offering price of$25 per share and Warrant would increase our pro forma asadjusted net tangible book value after this offering by$85,000,or$0.03 per share,and the dilution per share to investorspurchasing securities

297、 in this offering would be approximately$5.02 per share,assuming that the maximum number of securitiesoffered by us,as set forth on the cover page of this prospectus,remains the same and after deducting the underwriting discountsand commissions and estimated offering expenses payable by us.Similarly

298、,a$10.00 decrease in the assumed combined publicoffering price of$25 per share and Warrant would decrease our pro forma as adjusted net tangible book value after this offering by$85,000,or$0.03 per share,and the dilution per share to investors purchasing securities in this offering would be$5.08 per

299、 share,assuming that the maximum number of securities offered by us,as set forth on the cover page of this prospectus,remains the sameand after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.2025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164

300、117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm25/119 We may also increase or decrease the number of securities we are offering from the assumed maximum number of securities setforth above.An increase of 1,000 shares from the assumed maximum nu

301、mber of shares set forth on the cover page of thisprospectus would increase our pro forma as adjusted net tangible book value after this offering by$850,000,or$0.26 per share,and the dilution per share to investors purchasing securities in this offering would be approximately$5.31 per share,assuming

302、 thatthe assumed combined public offering price remains the same and after deducting the underwriting discounts and commissionsestimated offering expenses payable by us.Similarly,a decrease of 1,000 shares from the assumed maximum number of shares setforth on the cover page of this prospectus would

303、decrease our pro forma pro forma as adjusted net tangible book value after thisoffering by$850,000,or$0.29 per share,and the dilution per share to investors purchasing securities in this offering would beapproximately$4.76 per share,assuming that the assumed combined public offering price remains th

304、e same and after deducting theunderwriting discounts and commissions and estimated offering expenses payable by us.152025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm26/119 The information

305、discussed above is illustrative only and will adjust based on the actual combined public offering price,the actualnumber of securities that we offer in this offering,and other terms of this offering determined at pricing.The foregoing discussiondoes not take into account further dilution to investor

306、s in this offering that could occur upon the exercise of outstanding options andwarrants having a per share exercise price less than the combined public offering price per share and Warrant in this offering.Theinformation discussed above additional does not take into account any exercise by the repr

307、esentative of its option to purchaseadditional Preferred Stock and/or shares of common stock and/or Warrants to cover over-allotments,if any.The discussion and table above are based on 378,941 shares of common stock outstanding as of December 31,2024,whichexcludes,unless otherwise indicated,as of th

308、at date:18,423 shares of common stock issuable upon the exercise of stock options issued under the 2014 Plan,at a weighted-averageexercise price of$13.50 per share;26,636 shares of common stock issuable upon the exercise of stock options issued under the 2024 Plan,at a weighted-averageexercise price

309、 of$6.70 per share;9,486 shares of common stock available for issuance under the 2024 Plan;321,843 shares of common stock issuable upon the exercise of warrants outstanding at a weighted average exercise price of$14.82 per share;andup to 77,520 shares of issuable upon the exercise of the Representat

310、ives Warrants at an assumed exercise price of$6.45 pershare to be issued to the representative or its designees as compensation in connection with this offering.To the extent that options or warrants outstanding as of December 31,2024,have been or may be exercised or we issue othershares,investors p

311、urchasing securities in this offering may experience further dilution.In addition,we may seek to raise additionalcapital in the future through the sale of equity or convertible debt securities.To the extent we raise additional capital through thesale of equity or convertible debt securities,the issu

312、ance of such securities could result in further dilution to our stockholders.DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock,and we do not intend to pay any cash dividends on ourcommon stock.Rather,we currently intend to retain all available funds and any future

313、 earnings,if any,to fund the developmentand expansion of our business and for general corporate purposes,and we do not anticipate paying any cash dividends in theforeseeable future.Consequently,investors must rely on sales of their common stock after price appreciation,which may neveroccur,as the pr

314、imary way to realize any gains on their investment.162025/5/13 09:20sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1326706/000164117225009631/forms-1a.htm27/119 DESCRIPTION OF SECURITIES WE ARE OFFERING The following is a summary of the mate

315、rial terms of the Preferred Stock and the Warrants.For additional information about ourauthorized capital stock,we refer you to our Certificate of Incorporation and Bylaws that are currently in effect and which areincluded herein as Exhibit 3.1 and Exhibit 3.2,respectively,and our filings with the S

316、EC that are incorporated by reference in thisprospectus,including our Annual Report on Form 10-K for the year ended December 31,2024.For instructions on how to findcopies of these documents,please read“Where You Can Find Additional Information”and“Information Incorporated byReference.”Series G Conve

317、rtible Preferred Stock The following summary of certain terms and provisions of the Preferred Stock that are being offered hereby is not complete and issubject to,and qualified in its entirety by,the provisions,terms and conditions of the Preferred Stock contained in the Certificate ofDesignations o

318、f the Series G Preferred Stock,the form of such Certificate of Designations will be filed as an exhibit to theregistration statement of which this prospectus forms a part.Prospective investors should carefully review the terms and provisionsof the form Certificate of Designations for a complete desc

319、ription of the terms and conditions of the Preferred Stock.Conversion,Conversion Price;Floor Price.The Preferred Stock is convertible into shares of our common stock(subject to thebeneficial ownership limitations as provided in the Certificate of Designations),on or after the date of issuance at an

320、assumedinitial conversion price equal to$6.45 per share of common stock,subject to adjustment as provided in the Certificate ofDesignations,at any time at the option of the holder prior to the fifth anniversary of the date of issuance,at which time all shares ofoutstanding Preferred Stock shall auto

321、matically and without any further action by the holder be converted into shares of ourcommon stock at the then effective conversion price,provided that the holder will be prohibited from converting Preferred Stockinto shares of our common stock if,as a result of such conversion,the holder,together w

322、ith its affiliates,would own more than4.99%of the total number of shares of our common stock then issued and outstanding.However,any holder may increase ordecrease such percentage to any other percentage not in excess of 9.99%,provided that any increase in such percentage shall not beeffective until

323、 61 days after such notice to us.Notwithstanding the foregoing,in no event shall the conversion price be less than theFloor Price as further described below under the heading“Anti-Dilution.”Dividends.The holders of Preferred Stock will be entitled to receive cumulative dividends at the rate per shar

324、e of 9%per annum ofthe stated value per share,until the fifth anniversary of the date of issuance of the Preferred Stock.The dividends become payable,at our option,in either cash,out of any funds legally available for such purpose,or in shares of common stock,(i)upon anyconversion of the Preferred S

325、tock,(ii)on each such other date as our board of directors may determine,subject to written consentof the holders of Preferred Stock holding a majority of the then issued and outstanding Preferred Stock,(iii)upon our liquidation,dissolution or winding up,and(iv)upon occurrence of a fundamental trans

326、action,including any merger or consolidation,sale of allor substantially all of our assets,exchange or conversion of all of our common stock by tender offer,exchange offer orreclassification;provided,however,that if Preferred Stock is converted into shares of common stock at any time prior to the fi

327、fthanniversary of the date of issuance of the Preferred Stock,the holder will receive a make-whole payment in an amount in cashequal(i)to all of the dividends that,but for the early conversion,would have otherwise accrued on the applicable shares ofPreferred Stock being converted for the period comm

328、encing on the issuance Date and ending on ending on the MandatoryConversion Date minus(ii)the amount of all prior dividends paid on such converted Series G Preferred Stock before the relevantConversion Date,less the amount of all prior dividends paid on such converted Preferred Stock before the date

329、 of conversion.Make-whole payments are payable at our option in either cash,out of any funds legally available for such purpose,or in shares ofcommon stock.With respect to any dividend payments and make-whole payments paid in shares of common stock,the number of shares ofcommon stock to be issued to

330、 a holder of Preferred Stock will be an amount equal to the quotient of(i)the amount of the dividendpayable to such holder divided by(ii)the conversion price then in effect,provided that the conversion price shall not be less thanthe Floor Price.Anti-Dilution.The Preferred Stock,to the extent that i

331、t has not been converted previously,is subject to full ratchet anti-dilutionprice protection upon the issuance of equity or equity-linked securities at an effective common stock purchase price of less than theconversion price then in effect,subject to adjustment as provided in the Certificate of Des

332、ignations.Notwithstanding the foregoing,in no event shall the conversion price be less than the Floor Price,which such Floor Price shall equal 50%of the“Minimum Price”(as such term is defined in Rule 5635 of the Listing Rules of the Nasdaq Stock Market)on the date of the Underwriting Agreement(subje

333、ct to adjustment for stock splits,stock dividends,stock combinations,recapitalizations or other similar events)or,in anycase,such lower amount as permitted,from time to time,by Nasdaq.Additionally,in the event that the conversion price has beenadjusted pursuant to the Certificate of Designations,and the Dilutive Issuance(as defined in the Certificate of Designations)thattriggered such adjustment d