XML 26 R15.htm IDEA: XBRL DOCUMENT v3.26.1
STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

The Common Stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company.

 

Reverse stock splits

 

On March 13, 2025, the Company effected a 1-for-11 reverse stock split (the “March 2025 Reverse Stock Split”). On August 11, 2025, the Company effected a 1-for-10 reverse stock split (the “August 2025 Reverse Stock Split” and together with the March 2025 Reverse Stock Split, the “Reverse Stock Splits”).

 

As a result of the March 2025 Reverse Stock Split, every eleven (11) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.

 

As a result of the August 2025 Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.

 

No fractional shares were issued as a result of the Reverse Stock Splits. Any fractional shares that would otherwise have resulted from the Reverse Stock Splits were rounded up to the next whole number. In connection with the August 2025 Reverse Stock Split, the Company issued an aggregate of 6,618 additional shares to round up fractional shares to whole shares.

 

The number of authorized shares of Common Stock under the Company’s Amended and Restated Certificate of Incorporation, as amended, remained unchanged at 40,000,000 shares.

 

All references in these consolidated financial statements to the number of shares, price per share and weighted average number of shares of Common Stock outstanding prior to the Reverse Stock Splits have been adjusted to reflect the Reverse Stock Splits on a retroactive basis, unless otherwise noted.

 

Underwritten Public Offering, Series G Convertible Preferred Stock

 

On May 15, 2025, the Company announced the closing of an underwritten public offering (the “2025 Underwritten Offering”) of 400,000 shares of the Company’s Series G Convertible Preferred Stock (“Series G Preferred Stock”), with a par value $0.001 per share and stated value of $25 per share, and liability classified warrants to purchase up to 490,198 shares of Common Stock, of the Company at an exercise price of $20.40 per share (the “May 2025 Warrants”). The combined public offering price of each share of Series G Preferred Stock together with an accompanying May 2025 Warrant was $25. The May 2025 Warrants have a term of five years from the initial issuance date and are exercisable immediately upon issuance. The Company also issued warrants to representative of the Company in connection with the 2025 Underwritten Offering (the “May 2025 Representative’s Warrants”) to purchase up to 24,510 shares of Common Stock with an exercise price of $20.40 per share, as issuance costs. The May 2025 Representative’s Warrants expire five years from the date of commencement of sales in the 2025 Underwritten Offering.

 

On May 15, 2025, prior to the closing of the 2025 Underwritten Offering, the Company filed the Certificate of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (the “Series G Certificate of Designations”) with the Secretary of State of the State of Delaware, which became effective upon filing. Pursuant to the terms of the Series G Certificate of Designations, the holders of the Series G Preferred Stock are entitled to receive cumulative dividends at the rate per share of 9% per annum of the stated value per share until the fifth anniversary of the date of issuance of the Series G Preferred Stock, which such dividends may be paid, at the Company’s option, shares of Common Stock. In addition, in accordance with the Series G Certificate of Designations, accrued and unpaid dividends are payable upon the conversion of the Series G Preferred Stock prior to the fifth anniversary of issuance, upon any liquidation, dissolution, or winding up of the Company, and in connection with certain fundamental transactions. The five year 9% per annum dividend upon conversion of the Series G Preferred Stock irrespective of the timing of conversion such that upon conversion, the conversion price will incorporate the five-year 9% dividend.

  

 

ENVUE MEDICAL, INC.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(Amounts in thousands except share and per share data)

 

The aggregate net proceeds of the 2025 Underwritten Offering were approximately $8,200, after deducting approximately $1,800 of underwriting discounts, commissions and other offering costs and expenses.

 

Conversion of Series G Convertible Preferred Stock

 

Between May 16, 2025, and July 1, 2025, a majority of the Series G Preferred holders exercised their conversion right, converting 399,180 shares of Series G Preferred Stock into 709,419 shares of Common Stock. As of March 31, 2026, there were 820 outstanding shares of Series G Preferred Stock.

 

Series X Non-Voting Convertible Preferred Stock

 

On February 14, 2025, in connection with the ENvue Merger, the Company issued 57,720 shares of Series X Non-Voting Convertible Preferred Stock (the “Series X Preferred Stock”) to the certain investors of Predecessor ENvue. In addition, the Company issued 3,626 shares of Series X Preferred Stock to a to a service provider of Predecessor ENvue, replacing its equity interest in ENvue, resulting in a total of 61,346 shares of Series X Preferred Stock outstanding after the ENvue Merger.

 

The ENvue Merger was consummated and completed on February 14, 2025.

 

After giving effect to the ENvue Merger, pursuant to the terms and conditions of the Merger Agreement: (i) the holders of the outstanding equity of Predecessor ENvue immediately prior to the effective time of the First Merger (“First Effective Time”) own 19.9% of the Common Stock of the Company and 85.0% of the outstanding equity of the Company (assuming the Series X Preferred Stock is converting at a ratio of 100:1) immediately following the First Effective Time, which following stockholder approval will allow the Series X Preferred Stock to convert to common stock of the Company which may result in the holders of Predecessor ENvue to own 85% of the common stock of the Company, and (ii) the holders of our outstanding equity immediately prior to the First Effective Time own 80.1% of the Common Stock of the Company and 15.0% of the outstanding equity of the Company (assuming the Series X Preferred Stock is converting at a ratio of 100:1) immediately following the First Effective Time, which following stockholder approval which will allow the Series X Preferred Stock to convert to Common Stock of the Company which may result in our holders owning 15% of Common Stock of the Company.

 

Each share of Series X Preferred Stock has a stated value of $1,000 per share and ranks senior to the Company’s Common Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up. The Series X Preferred Stock is not subject to mandatory redemption and may not be redeemed at the option of the Company or the holder.

 

Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series X Preferred Stock, based on the stated value, at a rate of eight percent (8%) per annum, commencing on the three (3) month anniversary of the Original Issue Date (as defined in the Series X Certificate of Designations) until the date the Company obtains the Stockholder Approval. Such dividends can be paid in the form of cash or additional issuances of shares of Series X Preferred Stock based on the stated value, with such type of payment determined in the sole discretion of the Company, and accrued and compounded daily on the basis of a 360-day year and twelve (12) 30-day months and shall be paid the earlier of: (i) promptly after conversion of the Series X Preferred Stock or (ii) quarterly starting on the six (6) month anniversary of the Original Issue Date.

 

On May 12, 2025, the Company filed an amendment to the Series X Certificate of Designations (the “Series X Certificate of Amendment”) with the Secretary of State of the State of Delaware, thereby amending the Series X Certificate of Designations. The Series X Certificate of Amendment became effective with the Secretary of State of the State of Delaware upon filing. The amendment decreased the Series X Preferred Stock conversion price from $66.69 to $20.40.

 

The Company concluded that the modification of the Series X Preferred Stock should be accounted for as an extinguishment. As such, the difference between the fair value of the modified Series X Preferred Stock and their carrying amount was accounted for as a deemed contribution in the amount of $3,815.

 

 

ENVUE MEDICAL, INC.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(Amounts in thousands except share and per share data)

 

On July 22, 2025, the Company repurchased 8,246 then outstanding shares of its Series X Preferred Stock from Alpha Capital Anstalt (“Alpha”) in accordance with the terms of the Certificate of Designations of the Series X Preferred Stock for $5,000 from the proceeds of the July 2025 Private Placement.

 

During the three months ended March 31, 2026, the Company repurchased a total of 2,573 shares of Series X Preferred Stock from Alpha for an aggregate repurchase price of approximately $1,560. As a result of these redemptions, the number of Series X Preferred Stock outstanding decreased from 53,100 shares as of December 31, 2025, to 50,527 shares as of March 31, 2026. The redemptions were executed in connection with new Series H Preferred Stock investments by Alpha where a portion of the investment proceeds were used to redeem existing Series X Preferred Stock. The repurchase resulted in a deemed contribution of $131.

 

Private Placement, Series H Convertible Preferred Stock

 

On July 18, 2025, the Company entered into a Securities Purchase Agreement (the “July 2025 Purchase Agreement”) with a Alpha (the “July 2025 Investor”), pursuant to which it agreed to sell to the July 2025 Investor (i) an aggregate of 8,889 shares of the Company’s newly-designated Series H Convertible Preferred Stock (“Series H Preferred Stock”), and (ii) warrants to acquire up to an aggregate of 467,836 shares of Common Stock (the “July 2025 Warrants” or the “Series H Warrants”) at an exercise price of $22.50 (the “July 2025 Private Placement” and such closing, the “Initial Closing”).

 

Pursuant to the terms of the July 2025 Purchase Agreement, the Company also agreed to issue 2,222 shares of Series H Preferred Stock and warrants to purchase up to 116,960 shares of Common Stock at an exercise price of $22.50 in a second closing (the “Second Closing”), subject to the satisfaction of customary closing conditions. Additionally, pursuant to the terms of the July 2025 Purchase Agreement, the Company has agreed that during the period ending 36 months from the effective date of the registration statement (the “Resale Registration Statement”) registering the resale of the shares of Common Stock underlying the Series H Preferred Stock and the July 2025 Warrants, the July 2025 Investor shall have the right to purchase up to 44,000 additional shares of Series H Preferred Stock “Additional Investment Right”.

 

The Initial Closing occurred on July 22, 2025, and the Second Closing occurred on October 30, 2025. The aggregate net proceeds from the July 2025 Private Placement were approximately $9,000, after deducting placement agent fees and other offering expenses payable by the Company of $958. The Series H Preferred Stock and the option to purchase additional 44,000 shares of Series H Preferred Stock were classified as equity, while the warrants and the obligation to issue additional warrants and Series H Preferred Stock were classified as liability. The Company allocated the financing proceeds to the freestanding financial instruments. Thus, the Company allocated $6,602 to equity and $2,772 to warrant liability. As a result of amendment to the warrant agreement on November 1, 2025, the Company reclassified warrant liability in the amount of $1,067 to equity.

 

Holders of the Series H Preferred Stock shall be entitled to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 9% per annum, payable on each conversion date of the Series H Preferred Stock in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the conversion price then in effect. The stated value of the Series H Preferred Stock is $1,000 per share. The Company recorded $236 of dividends attributable to holders of the Series H Preferred Stock for the three months ended March 31, 2026.

 

Series H Preferred Stock — Additional Investment Right and Conversions

 

In January 2026, the July 2025 Investor exercised $3,500 of the Additional Investment Right pursuant to the July 2025 Purchase Agreement, resulting in the issuance of 3,500 new shares of Series H Preferred Stock at a stated value of $1,000 per share.

 

On March 24, 2026, the holder also exercised an additional $400 of the Additional Investment Right, resulting in the issuance of 400 new shares of Series H Preferred Stock at a stated value of $1,000 per share.

 

In aggregate, during the three months ended March 31, 2026, the holder exercised a total of $3,900 of the Additional Investment Right resulting in the issuance of 3,900 new shares of Series H Preferred Stock, which remained outstanding as of March 31, 2026.

 

During the month of January 2026, the holder of the Series H Preferred Stock also converted an aggregate of $4,802 of Series H Preferred Stock into 2,377,228 shares of Common Stock and $451 of accrued dividends into 223,267 shares of Common Stock.

 

Certificate of Amendment to Series H Preferred Stock

 

On January 30, 2026, the Company entered into an amendment agreement (the “Series H Amendment Agreement”) with the Required Holders (as defined in the Series H Amendment Agreement). Pursuant to the Series H Amendment Agreement, the Required Holders agreed to amend the Series H Certificate of Designations by filing the Series H Certificate of Amendment to the Series H Certificate of Designations with the Secretary of State of the State of Delaware to remove the Floor Price (as defined in the Series H Certificate of Designations) in consideration of the holders of the Series H Preferred Stock exercising $2,500 of the Additional Investment Right (as such concept is described in the July 2025 Purchase Agreement.

 

The Company concluded that the modification of the Series H Preferred Stock should be accounted for as an extinguishment. As such, the difference between the fair value of the modified Series H Preferred Stock and their carrying amount was accounted for as a deemed dividend in the amount of $1,097.

 

 

ENVUE MEDICAL, INC.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(Amounts in thousands except share and per share data)

 

Down-round Feature

 

During the three months ended March 31, 2026, the Company issued 3,900 shares of Series H Preferred Stock to Alpha for aggregate gross proceeds of $3,900. In connection with these issuances, the Company recognized deemed dividends totaling approximately $16,974 resulting from down round feature adjustments to the Series H Preferred Stock conversion price under ASC 260-10-30-1, which requires that the Company shall measure the value of the effect of the feature as the difference between the fair value of the financial instrument before and after the conversion price reduction. 

 

The deemed dividends consisted of $7,091 recognized on January 5, 2026, upon the exercise of additional investment rights at $2.02 per share, and $9,882 recognized on March 24, 2026 upon the exercise of Additional Investment Right at $1.04 per share.

 

Both amounts were recorded as an increase to additional paid-in capital with a corresponding charge to accumulated deficit, resulting in no net impact to total stockholders’ equity, and are reflected as an increase to net loss attributable to common stockholders for purposes of calculating net loss per share.

 

Dividend Accrual

 

The Series H Preferred Stock accrues dividends at a rate of 9% per annum on the stated value. During the three months ended March 31, 2026, the Company accrued dividends of approximately $236 on the outstanding Series H Preferred Stock. As of March 31, 2026, accumulated but unpaid dividends on the Series H Preferred Stock totaled $181, net of amounts converted to Common Stock.

 

The Series X Preferred Stock accrues dividends at a rate of 8% per annum on the stated value of $606.38 per share. During the three months ended March 31, 2026, the Company accrued dividends of approximately $623 on the outstanding Series X Preferred Stock. As of March 31, 2026, accumulated but unpaid dividends on the Series X Preferred Stock totaled $2,323.

 

September 2025 Registered Direct Offering

 

On September 16, 2025, the Company entered into a securities purchase agreement with Alpha, pursuant to which the Company issued and sold (i) 74,114 shares of Common Stock and (ii) prefunded warrants to purchase up to 217,090 shares of Common Stock (the “September 2025 Pre-Funded Warrants”) pursuant to an effective shelf registration statement on Form S-3 (the “September 2025 Offering”). The offering price was $7.01 per share of Common Stock and $7.009 per September 2025 Pre-Funded Warrant, was the price of each share of Common Stock sold in the September 2025 Offering, minus the $0.001 exercise price per September 2025 Pre-Funded Warrant. The net proceeds from the September 2025 Offering were approximately $1,880, after deducting placement agent fees and other offering expenses of $163.

 

Share-based Compensation

 

On December 19, 2024, stockholders approved the NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”), as a successor to the Nanovibronix 2014 Long-Term Incentive Plan, which was adopted by the Board on November 6, 2023. As of December 31, 2024, under the 2024 Plan, 60,000 shares of the Company’s Common Stock were reserved for issuance. The Company effected the 2025 Reverse Stock Splits that consequently, reduced the number of shares of Common Stock of the Company reserved for issuance pursuant to awards under the 2024 Plan to 5,455 shares. As of March 31, 2026, there were 1,044 shares of Common Stock available to be issued under the plan, See Note 16.

 

 

ENVUE MEDICAL, INC.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(Amounts in thousands except share and per share data)

 

During the three months ended March 31, 2026, and 2025, no employee options were exercised, no options were granted.

 

During the three months ended March 31, 2026, and 2025, stock-based compensation expense related to these options were $0.

 

The following table summarizes option activity for the three months ended March 31, 2026:

 

   Shares Under Options   Weighted Average Exercise Price per Share   Weighted Average Remaining Life (Years) 
Outstanding – December 31, 2025   4,411    272    8.43 
Granted   -    -    - 
Exercised   -    -    - 
Expired   -    -    - 
Outstanding – March 31, 2026   4,411    272    8.19 

 

 

Warrant Exchange Agreement

 

On January 7, 2025, the Company entered into a securities exchange agreement (the “Exchange Agreement”) with a certain institutional investor pursuant to which the Company agreed to issue an aggregate of (i) 4,149 shares of Common Stock (the “January 2025 Exchange Shares”), (ii) a warrant to purchase up to 15,856 shares of Common stock (the “January 2025 Warrant”), and (iii) a pre-funded warrant to purchase up to 17,813 shares of Common Stock (the “January 2025 Pre-Funded Warrant”), in exchange for the Series A-1 Warrant held by the Holder to purchase up to 26,427 shares of Common Stock at an exercise price of $161.70 per share (the “Exchange”). As a result of the Exchange the Company cancelled the Series A-1 Warrant. The January 2025 Warrant has an exercise price of $68.296 per share.