Business Context and Reporting Period
This Form 8-K is filed by NanoVibronix, Inc. (not Envue Medical, Inc.) on March 14, 2019. The report addresses a critical corporate governance event regarding the company's listing status on The Nasdaq Capital Market. The registrant is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, or debt figures. However, it references historical stockholders' equity data from prior 10-Q filings:
- Stockholders' Equity (Q2 2018): $2.2 million
- Stockholders' Equity (Q3 2018): $1.4 million
- Nasdaq Minimum Requirement: $2.5 million
The company failed to meet alternative compliance standards regarding market value of listed securities ($35 million) or net income from continuing operations ($500,000).
Material Changes
The primary material change is the notification from the Nasdaq Listing Qualifications Staff dated March 14, 2019, stating that the company failed to regain compliance with the minimum stockholders' equity requirement by the March 13, 2019 deadline. Consequently, the company's common stock is subject to delisting from the Nasdaq Capital Market.
Outlook, Risks, and Management Commentary
Management Action: The company intends to request a hearing before the Nasdaq Hearings Panel by March 21, 2019. This request will stay the delisting action pending the conclusion of the hearing process.
Plan: At the hearing, management will present a plan to evidence compliance with the $2.5 million equity requirement and request an extension of time.
Risks and Contingencies:
- There is no assurance that the Panel will grant the request for continued listing.
- There is no assurance the company can meet compliance requirements within any granted extension.
- The company previously failed to complete a proposed equity financing intended to restore compliance.
Trading Status: The stock will continue to trade on Nasdaq under the symbol "NAOV" pending the hearing outcome.
Investor Verification Checklist
- Verify the company name is NanoVibronix, Inc. (NAOV), not Envue Medical, Inc.
- Confirm the status of the hearing request with the Nasdaq Hearings Panel by March 21, 2019.
- Monitor for updates on the proposed equity financing plan to restore stockholders' equity to $2.5 million.
- Review the outcome of the Nasdaq hearing to determine if delisting will proceed.