NanoVibronix(NAOV) - 2025 Q2 - Quarterly Report

Merger and Acquisitions - The merger with ENvue Medical Holdings was completed on February 14, 2025, with NanoVibronix acquiring 100% of Predecessor ENvue[171]. - The company issued 3,318 shares of common stock representing 4.9% of outstanding shares prior to the merger, along with Pre-Funded Warrants for 12,526 shares and 5,772 shares of Series X Non-Voting Convertible Preferred Stock[171]. - A reverse stock split of 1-for-10 was executed on August 11, 2025, affecting all common stock share amounts in the quarterly report[173]. - The Series H Preferred Stock private placement on July 22, 2025, raised $8 million in gross proceeds, with an initial conversion price of $10.10 per share[178]. - The 2025 Underwritten Offering of 40,000 shares of Series G Convertible Preferred Stock raised approximately $8.2 million in net proceeds after expenses[182]. - The Series X Preferred Stock conversion price was reduced to $20.40 following the 2025 Underwritten Offering[183]. - ENvue issued a promissory note for $360,000 with an 8% annual interest rate, which was fully repaid in Q2 2025[185][189]. Financial Performance - For the three months ended June 30, 2025, revenues were approximately $494 thousand, a decrease of 40% or $323 thousand compared to $817 thousand in the same period of 2024[219]. - Gross profit for the three months ended June 30, 2025, was approximately negative $35 thousand, a decrease of 108% or $463 thousand from positive $428 thousand in 2024[221]. - For the six months ended June 30, 2025, revenues decreased by approximately 13%, totaling $1,519 thousand compared to $1,738 thousand in 2024[232]. - Gross profit for the same period decreased by approximately 69%, amounting to $334 thousand compared to $1,092 thousand in 2024[233]. - The net loss for the six months ended June 30, 2025, was approximately $5,843 thousand, a decrease of 358% compared to a net loss of $1,276 thousand in 2024[244]. - Financial income, net for the six months ended June 30, 2025, was approximately $259 thousand compared to an expense of $45 thousand in 2024[242]. - Interest expense for the same period was $197 thousand, up from $68 thousand in 2024, primarily due to the amortization of debt discount on the Alpha loans[243]. Expenses - Research and development expenses increased by approximately 420% to $972 thousand for the three months ended June 30, 2025, compared to $187 thousand in 2024, primarily due to clinical trial costs[223]. - Selling and marketing expenses rose by approximately 260% to $717 thousand for the three months ended June 30, 2025, compared to $199 thousand in 2024, mainly due to the inclusion of ENvue's operations[225]. - General and administrative expenses increased by approximately 215% to $2,252 thousand for the three months ended June 30, 2025, compared to $716 thousand in 2024, largely due to professional fees related to the Merger[227]. - Research and development expenses increased by approximately 388%, reaching $1,502 thousand compared to $308 thousand in 2024[235]. - Selling and marketing expenses rose by approximately 193%, totaling $1,066 thousand compared to $364 thousand in 2024[238]. - General and administrative expenses increased by approximately 116%, amounting to $3,594 thousand compared to $1,662 thousand in 2024[240]. Revenue Composition - The gross profit margin percentage was approximately negative 7% for the three months ended June 30, 2025, compared to positive 52% in 2024[222]. - Research and development expenses as a percentage of total revenues were approximately 197% for the three months ended June 30, 2025, compared to 23% in 2024[224]. - Selling and marketing expenses as a percentage of total revenues were approximately 145% for the three months ended June 30, 2025, compared to 24% in 2024[226]. - General and administrative expenses as a percentage of total revenues were approximately 456% for the three months ended June 30, 2025, compared to 88% in 2024[228]. - The portion of revenues derived from the largest direct medical equipment distributor decreased from 38% in 2024 to 4% in 2025[220]. Cash Flow and Financial Position - As of June 30, 2025, the company reported a cash balance of approximately $4,060, an increase from approximately $752 as of December 31, 2024[250]. - The company incurred recurring losses and negative cash flows from operations, with an accumulated deficit of $75,988 as of June 30, 2025[245]. - The company faced delisting from Nasdaq due to non-compliance with the minimum bid price and stockholders' equity requirements[191][192].