NAOV NanoVibronix Inc

EXPLANATORY NOTE

On February 28, 2014, the Company’s stockholders approved the 2014 Plan, which was adopted by our Board on February 19, 2014. Under the 2014 Plan, we originally reserved a total of five million (5,000,000) shares of our common stock for issuance pursuant to awards to key employees, key contractors, and non-employee directors, of which, the maximum number of shares of common stock covering awards of stock options or stock appreciation rights that could be granted to certain of our executive officers during any calendar year was one million (1,000,000) shares. On May 7, 2014, we effected a one-for-seven reverse stock split of our common stock. Consequently, the number of shares of our common stock reserved for issuance pursuant to awards under the 2014 Plan was reduced to seven hundred fourteen thousand two hundred eighty-six (714,286) shares, and the maximum number of shares of our common stock covered by awards of stock options or stock appreciation rights that could be granted to certain of our executive officers during any calendar year was reduced to one hundred forty-two thousand eight hundred fifty-seven (142,857) shares.

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

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

The 2014 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of our common stock, or a combination of cash and shares of our common stock. The Company has reserved a total of 1,864,286 shares of our common stock for awards under the 2014 Plan (including under the 2014 Plan Amendments), 100% of which may be delivered pursuant to incentive stock options. Certain stock option awards that had been issued under the 2014 Plan and registered on the 2015 S-8 were later cancelled, and subsequently reissued in connection with new stock option awards; such stock option awards are not currently registered on the 2015 S-8 and are therefore being registered on this Form S-8.

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register:

Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of its registration statement, including all exhibits filed therewith or incorporated therein by reference, filed on the 2015 S-8.