M&A - NanoVibronix, Inc.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000164117225001613

Filing Summary: NanoVibronix, Inc. completed a significant merger on February 14, 2025. The merger involved two entities: NVEH Merger Sub, Inc., a wholly-owned subsidiary of NVEH Merger Sub I, Inc., and Predecessor ENvue. The merger agreement detailed two key actions: the merger of First Merger Sub with Predecessor ENvue, resulting in Predecessor ENvue becoming a wholly-owned subsidiary of NanoVibronix, and, subsequently, the merger of Predecessor ENvue with and into Second Merger Sub, finalizing the merger process with the creation of ENvue Medical Holdings LLC as the surviving entity. This merger signifies a strategic expansion for NanoVibronix into the field of medical devices related to enteral feeding, enhancing its operational capabilities. Additionally, the report notes a reverse stock split of 1-for-11 effective March 13, 2025. The company operates through its subsidiaries, NanoVibronix Ltd. and ENvue Medical Holdings LLC, focusing on non-invasive medical devices and enteral feeding products, respectively. The document outlines various risks faced by the company, including global economic factors, regulatory challenges, and operational constraints that may impact their future performance and market position.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225006855

Filing Summary: On February 14, 2025, NanoVibronix, Inc. entered into an Agreement and Plan of Merger with ENvue Medical Holdings, Corp., resulting in ENvue becoming a wholly-owned subsidiary of the Company. The merger involves two primary steps: first, the merger of NVEH Merger Sub I, Inc. into ENvue, and second, the merger of ENvue into NVEH Merger Sub II, LLC. Following the merger, the Company issued 1,734,995 shares of common stock and 57,720 shares of Series X Non-Voting Convertible Preferred Stock to the holders of ENvue. The Series X Preferred Stock is convertible into common stock at a 1,000:1 ratio, contingent upon stockholder approval. The merger stockholder approval meeting will address the conversion of the Series X Preferred Stock, the establishment of a new incentive plan, and other related amendments. The merger was not subject to the approval of the Company’s stockholders. Additionally, the document outlines the resignation and appointment of directors in accordance with the merger and includes details of a debenture financing agreement related to this business combination.

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