Business Context and Reporting Period
This Form 8-K was filed by NanoVibronix, Inc. on November 1, 2017. The filing discloses a capitalization table and unaudited pro forma financial information as of June 30, 2017, in connection with a listing application to list its common stock on the Nasdaq Stock Market. The pro forma data assumes the completion of a proposed securities offering described in Form S-1 (File No. 333-218871).
Key Financial Metrics
The filing provides a comparison of actual and pro forma as-adjusted financial positions as of June 30, 2017 (in thousands, unaudited):
| Item | Actual | Pro Forma As Adjusted |
|---|---|---|
| Cash and Cash Equivalents | $215 | $5,266 |
| Long-Term Liabilities | ||
| Warrants to purchase common stock | $1,948 | $0 |
| Convertible promissory notes | $713 | $0 |
| Stockholders' Equity (Deficiency) | ||
| Common stock outstanding | 2,632,710 shares | 3,675,782 shares |
| Preferred stock outstanding | 1,951,261 shares | 1,951,261 shares |
| Accumulated deficit | ($25,142) | ($23,194) |
| Total Stockholders' Equity (Deficiency) | ($3,051) | $6,161 |
| Total Capitalization | ($390) | $6,161 |
Note: The filing does not provide revenue, profit, or cash flow metrics for the six-month period ended June 30, 2017, only balance sheet and capitalization data.
Material Changes Versus Prior Period
The pro forma adjustments reflect significant changes from the actual June 30, 2017 position, driven by the proposed offering:
- Liquidity Increase: Cash and cash equivalents are projected to increase from $215,000 to $5,266,000.
- Debt Elimination: Convertible promissory notes ($713,000) and warrant liabilities ($1,948,000) are eliminated in the pro forma scenario due to conversion and reclassification.
- Equity Position: The company moves from a stockholders' deficiency of ($3,051,000) to positive equity of $6,161,000.
- Share Count: Common shares outstanding increase from 2,632,710 to 3,675,782, assuming the issuance of 185,929 shares and the conversion of certain notes.
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing contains forward-looking statements regarding the proposed securities offering. These statements involve known and unknown risks and uncertainties. The registrant disclaims any obligation to update these statements.
Capitalization Assumptions: The pro forma data assumes:
- Issuance of 185,929 shares of common stock and warrants to purchase 139,447 shares.
- Conversion of certain convertible promissory notes into common stock (no preferred stock issued).
- Receipt of net proceeds after deducting underwriting discounts and offering expenses.
- Cashless exercise of 563,910 warrants into 358,992 shares of Series C Preferred Stock.
Dilution Factors: The filing notes several tranches of warrants and options outstanding that are excluded from the immediate share count but could dilute shareholders upon exercise, including warrants with exercise prices ranging from $1.39 to $6.00 and options with a weighted average exercise price of $3.87.
Investor Verification Checklist
- Verify the final terms and closing status of the proposed securities offering described in Form S-1 (File No. 333-218871).
- Confirm the actual cash proceeds received and the final share count post-offering.
- Review the full text of the Form S-1 for detailed risk factors and use of proceeds.
- Assess the impact of the full ratchet anti-dilution provisions on future share issuance.
- Monitor the company's ability to list on the Nasdaq Stock Market following this filing.