Business Context and Reporting Period
This Form 8-K was filed by NanoVibronix, Inc. (not Envue Medical, Inc.) on October 19, 2017. The report discloses a capitalization table as of June 30, 2017, in connection with a listing application for its common stock on the Nasdaq Stock Market. The filing includes unaudited pro forma financial information assuming the completion of a proposed securities offering described in Form S-1 (File No. 333-218871).
Key Financial Metrics (as of June 30, 2017)
| Item (in thousands) | Actual | Pro Forma As Adjusted |
|---|---|---|
| Cash and cash equivalents | $215 | $6,095 |
| Warrants to purchase common stock (Liability) | $1,948 | $0 |
| Convertible promissory notes (Liability) | $713 | $0 |
| Total Stockholders' Equity (Deficiency) | ($3,051) | $7,026 |
| Total Capitalization | ($390) | $7,026 |
Capital Structure (Actual vs. Pro Forma):
- Common Stock Outstanding: 2,632,710 shares (Actual) vs. 3,760,504 shares (Pro Forma).
- Preferred Stock Outstanding: 1,951,261 shares (Actual) vs. 2,448,772 shares (Pro Forma).
- Accumulated Deficit: ($25,142) (Actual) vs. ($23,158) (Pro Forma).
Note: The filing does not provide revenue, profit, or cash flow data for the period. It focuses on balance sheet capitalization.
Material Changes and Pro Forma Adjustments
The pro forma adjustments reflect the following assumed transactions:
- Issuance of 179,518 shares of common stock and warrants to purchase 89,759 shares upon closing of the proposed offering.
- Conversion of certain convertible promissory notes outstanding as of June 30, 2017.
- Receipt of net proceeds from the proposed offering, deducting estimated underwriting discounts and offering expenses.
- Cashless exercise of 563,910 warrants into 358,992 shares of Series C Preferred Stock.
- Reclassification of warrant liabilities and convertible notes to equity, eliminating the $2,661 in long-term liabilities associated with these instruments.
Outlook, Risks, and Contingencies
Forward-Looking Statements: The filing contains forward-looking statements regarding the proposed securities offering. The company disclaims any obligation to update these statements.
Dilution and Outstanding Securities: The share counts provided exclude significant potential dilution from:
- Warrants exercisable at prices ranging from $1.39 to $6.00 (totaling 1,642,293 shares).
- Options outstanding totaling 1,237,434 shares with a weighted average exercise price of $3.87.
- Shares issuable upon conversion of Series C Preferred Stock (1,951,261 shares).
- Warrants to be issued to investors and underwriters in the proposed offering.
Risk Factors: The company notes that forward-looking statements involve known and unknown risks, uncertainties, and other factors discussed in its SEC filings.
Investor Verification Checklist
- Verify the status of the proposed Form S-1 offering (File No. 333-218871) and whether it has closed.
- Confirm the actual cash balance post-offering, as the $6,095 figure is pro forma and contingent on the offering's success.
- Review the full terms of the convertible promissory notes and warrants to understand conversion triggers and dilution impact.
- Check for subsequent filings regarding the Nasdaq listing application status.
- Clarify the discrepancy between the request metadata (Envue Medical) and the filing content (NanoVibronix).