Business Context and Reporting Period
This Form 8-K is a current report filed by NanoVibronix, Inc. (not Envue Medical, Inc.) on April 27, 2018. The filing primarily addresses a change in the company's independent registered public accounting firm and provides notice regarding the 2018 Annual Meeting of Stockholders.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. However, it notes that the audit report for the fiscal year ended December 31, 2016, included an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern. The audit reports for 2016 and 2017 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles, aside from the aforementioned going concern issue in 2016.
Material Changes
- Change in Certifying Accountant: On April 19, 2018, the Audit Committee approved the engagement of Marcum LLP as the independent registered public accounting firm for the year ending December 31, 2018.
- Dismissal of Prior Accountant: On April 27, 2018, the Audit Committee dismissed Kost Forer Gabbay & Kasierer (a member firm of Ernst & Young Global, "E&Y") as the independent registered public accounting firm.
- No Disagreements: The company reported no disagreements with E&Y regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during the periods from January 1, 2016, through April 27, 2018.
- No Reportable Events: There were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K during the relevant periods.
Guidance, Outlook, and Other Events
The filing does not contain financial guidance or management commentary on future performance. It includes the following material events:
- 2018 Annual Meeting: The company filed a definitive proxy statement on Schedule 14A on April 30, 2018, for its 2018 Annual Meeting of Stockholders.
- Proxy Distribution: Proxy materials are being distributed via the Internet under "Notice and Access" rules. Stockholders are urged to read the Definitive Proxy Statement and the 2017 Annual Report (Form 10-K) before voting.
- Exhibits: The filing includes a letter from E&Y dated May 3, 2018, confirming their agreement with the company's statements regarding the dismissal.
Investor Verification Checklist
- Verify the reasons for the dismissal of E&Y and the selection of Marcum LLP by reviewing the attached Exhibit 16.1 (E&Y's letter).
- Review the 2017 Annual Report (Form 10-K) and the Definitive Proxy Statement (Schedule 14A) for detailed financial data and director/officer holdings, as this 8-K does not contain them.
- Assess the implications of the "substantial doubt about the Company's ability to continue as a going concern" noted in the 2016 audit report.
- Confirm the date and agenda of the 2018 Annual Meeting of Stockholders via the proxy materials.