UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549












FORM 20-F/A

(Amendment No.
2)










|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



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



For the fiscal
year ended December 31, 2016



OR



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



OR



|o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



Commission file
number333-201903



NANO-TEXTILE
LTD.

(Exact name of
Registrant as specified in its charter)



ISRAEL

(Jurisdiction of
incorporation or organization)



14 Izhak Sade St.

Nahariya, Israel 2230507

Tel: (011) (972)
50-652-1727

(Address
of principal executive offices)



Raz Gal

Chief Executive
Officer

Telephone: (011)
(972) 50-652-1727

E-mail: raz@shaysapir.com
Nano-Textile Ltd.

14 Izhak Sade St.

Nahariya, Israel
2230507

(Name, telephone,
e-mail and/or facsimile number and address of company contact person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act: None



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



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



|Title of each class           |  | Name of each exchange on which registered
|----------------------------- |  | -----------------------------------------
|Ordinary shares, no par value |  | None                                     













Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As
of December 31, 2016, the registrant had outstanding 82,265,969 ordinary shares.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



YesoNox



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.



YesoNox



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.



YesxNoo



Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).



YesoNoo



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See the definitions of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):



|Large accelerated filero | Accelerated filero | Non-accelerated filerx
|------------------------ | ------------------ | ----------------------



Indicate by check mark which basis
for accounting the registrant has used to prepare the financing statements included in this filing:



|U.S. GAAPo | International Financial Reporting Standards
        as
        issued by the International Accounting
        Standards
        Boardx | Othero
|---------- | -------------------------------------------------------------------------------------------------------------------------------------- | ------



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.



oItem
17oItem
18



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



YesoNox





EXPLANATORY NOTE



This Amendment No. 2 to Nano-Textile Ltd.'s Annual Report on
Form 20-F (the “Form 20-F”) for the fiscal year ended December 31, 2016 is being filed for the purpose of amending
the Report of Independent Registered Accounting Firm, dated April 23, 2017, that was included on page F-2 to the Form 20-F, to
cover the fiscal year ended December 31, 2014. No other changes have been made to the Form 20-F. This Amendment No. 2 relates back
to the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original Form 20-F.













Report of Independent
Registered Public Accounting Firm





To the Board of Directors and Stockholders

of Nano Textile Ltd. (formerly
T.A.B. Anti-Bacterial Textiles Ltd.):



We have audited the accompanying balance sheets of Nano
Textile Ltd. (formerly T.A.B. Anti-Bacterial Textiles Ltd.) as of December 31, 2016 and 2015, and the related statements
of comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2016, 2015 and 2014. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.



We conducted our audit in accordance with standards of the Public
Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Nano Textile Ltd. (formerly T.A.B.
Anti-Bacterial Textiles Ltd.) as of December 31, 2016 and 2015, and the results of its operations and its cash flows for
the years ended December 31, 2016, 2015 and 2014, in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board.



As discussed in Note 1b to the financial statements, as of December
31, 2016 the Company has incurred cumulative losses. Since the Company expects to continue incurring negative cash flows from operations
there is substantial doubt about the Company's ability to continue as a going concern. These financial statements have been prepared
assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome
of this uncertainty.



Respectfully submitted,







Weinberg & Baer LLC

Baltimore, Maryland

April 23, 2017















SIGNATURES



The registrant
hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



| | NANO-TEXTILE LTD. |                                        
| | ----------------- | ---------------------------------------
| | By:               | /s/ Raz Gal                            
| |                   | Raz Gal
        Chief Executive Officer





Date: November 9, 2017