NanoVibronix Inc 2025年季度报告

OR reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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- “ENvue Medical Holdings LLC.”The information in this Quarterly Report on Form 10-Q reflects the consummation of the ENvue Merger which, as discussed above, in March 2025 Reverse Stock Split effect 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”). 20252024Cash flows from operating activities: $(2,495)$Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization18Stock-based compensation-Noncash interest expense13Change in fair value of note payable(58)Share exchange agreement623Changes in operating assets and liabilities: Deferred revenue(11)Accrued severance pay, net(1)Net cash used in operating activities(1,343) Cash flows from investing activities:Cash acquired in ENvue Merger148 Cash flows from financing activities:Proceeds from issuance of short term loan payable1,050Net cash provided by financing activities1,050Effects of currency translation on cash(1)Net (decrease) increase in cash(151) Cash paid for interestCash paid for taxes The accompanying notes are an integral part of these consolidated financial statements 4 NOTE 1 -DESCRIPTION OF BUSINESSNanoVibronix, Inc. (the “Company”), a Delaware corporation, commenced operations on October 20, 2003, and is a medical device company focusing on non-invasive biological response-activating devices that target wound healing and pain therapy and can beadministered at home, without the assistance of medical professionals. 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.” See Note 4 – Merger. 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.). engaged in research, development, marketing, and sale of medical equipment in the field of enteral feeding and are in the initial stageof commercializing its products. NOTE 2 -LIQUIDITY AND PLAN OF OPERATIONS receipt 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 $143,000from the cash acquired in the ENvue Merger offset by the purchase of property plant and equipment, and received net proceeds of $1,050,000from the proceeds from issuance of short term loanpayable, leaving a cash balance of $601,000as of March 31, 2025. Because the Company does not have sufficient resources to fundour operation for the next twelve months from the date of this filing, management has substantial doubt regarding the Company’sability to continue as a going concern. The Company will need to raise additional capital to finance its losses and negative cash flowsfrom operations and may continue to be dependent on additional capital raising as long as our products do not reach commercialprofitability.NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include onlynormal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’saudited financial statements for t