NanoVibronix Inc 2025年度季度报告

FORM10-Q EXPLANATORY NOTE ENvue Merger On February 14, 2025, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2025 (the “MergerAgreement”), by and among NanoVibronix, Inc. (the “Company”) NVEH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NVEH Merger Sub I, Inc. (“First Merger Sub”), NVEH Merger Sub II, LLC, a Delaware limited liabilitycompany and a wholly-owned subsidiary of the Company (“Second Merger Sub”), and Predecessor ENvue, the Company andPredecessor ENvue effected (i) a merger of First Merger Sub with and into Predecessor ENvue, with the First Merger Sub ceasing toexist and Predecessor ENvue becoming a wholly-owned subsidiary the Company and (ii) the merger of Predecessor ENvue with and The information in this Quarterly Report on Form 10-Q reflects the consummation of the ENvue Merger which, as discussed above, inthe period covered hereunder. March 2025 Reverse Stock Split On March 12, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of Delaware toeffect a 1-for-11 reverse stock split of the shares of our common stock, par value $0.001 per share, either issued and outstanding orheld by us as treasury stock, effective as of 4:05 p.m. (Delaware time) on March 13, 2025 (the “2025 Reverse Stock Split”). All common stock share and per share amounts in this Quarterly Report have been adjusted to give effect to the 2025 Reverse StockSplit unless otherwise stated. NanoVibronix, Inc.Quarter Ended March 31, 2025TABLE OF CONTENTSPagePART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20241Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three EndedMarch 31, 2025 and 20242Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31,2025 and 20243Unaudited Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2025 and20244Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures about Market Risk27Item 4.Controls and Procedures28PART II. OTHER INFORMATIONItem 1.Legal Proceedings29Item 1A.Risk Factors29Item 2.Unregistered Sales of Equity Securities and Use of Proceeds31Item 3.Defaults Upon Senior Securities31Item 4.Mine Safety Disclosures31Item 5.Other Information31Item 6.Exhibits32Signatures33i NanoVibronix, Inc.Consolidated Balance Sheets NANOVIBRONIX, INC.Notes to Consolidated Financial Statements(Amounts in thousands except share and per share data) NOTE 1 -DESCRIPTION OF BUSINESS NanoVibronix, Inc. (the “Company”), a Delaware corporation, commenced operations on October 20, 2003, and is a medical devicecompany focusing on non-invasive biological response-activating devices that target wound healing and pain therapy and can be TheCompany’s principal research and development activities are conducted in Israel through its wholly-owned subsidiary,NanoVibronix Ltd., a company registered in Israel, which commenced operations in October 2003. On February 14, 2025, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2025 (the “MergerAgreement”), by and among NanoVibronix, Inc. (the “Company”) NVEH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NVEH Merger Sub I, Inc. (“First Merger Sub”), NVEH Merger Sub II, LLC, a Delaware limited liabilitycompany and a wholly-owned subsidiary of the Company (“Second Merger Sub”), and Predecessor ENvue, the Company andPredecessor ENvue effected (i) a merger of First Merger Sub with and into Predecessor ENvue, with the First Merger Sub ceasing toexist and Predecessor ENvue becoming a wholly-owned subsidiary the Company and (ii) the merger of Predecessor ENvue with and ENvue Medical Holdings LLC (previously: Envizion Medical Holding Corp.) (hereinafter: “ENvue”) is a Delaware corporationincorporated June 5, 2024. ENvue has two wholly owned subsidiaries: ENvue Medical (USA) Inc. (previously: Envizion Medical(USA) Inc.) and ENvue Medical Ltd. (previously: Envizion Medical Israel Ltd.). ENvue was incorporated and registered in Israel on October 1, 2017, and commenced its operations on November 1, 2017. ENvue isengaged in research, development, marketing, and sale of medical equipment in the field of enteral feeding and are in the initial stage NOTE 2 -LIQUIDITY AND PLAN OF OPERATIONS The Company’s ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and thereceipt of additional financing until profitability is achieved. In three months ended March 31,2025, the Company’s cash used inoperations was $1,343,000, cash provided in investing activities of $143,000f