Encore Medical, Inc.
EMI · NYSE American · Healthcare
- Expected pricing
- Jul 1, 2026
- Price range
- Not yet set
- Shares offered
- —
- Filing
- S-1/A · Jul 1, 2026
Founders & leadership
Background and track record, from the Management section.
- Joseph A. MarinoChairman of the Board of Directors, President and Chief Executive Officer
Has served as Chairman of the Board since 2018 and President & CEO since 2024. Previously Chairman and CEO of Cardia, Inc. since 1998, Chairman of Electro-Sensors, Inc. since 2013, and held CEO roles at Applied Biometrics, Inc. and Biomedical Dynamics Corporation.
Source
“Joseph A. Marino has served as Chairman of the Board of Directors since 2018 and President & Chief Executive Officer of the Company since 2024.”
High confidenceView in filing → - Peter M. BuonomoSenior Vice President, Director
Has served as Senior Vice President since 2025 and director since 2025; previously VP of Sales and Marketing at the Company from 2018. From 1998 to 2023 was VP of Sales and Marketing and Corporate Officer at Cardia, Inc.; from 1994 to 1998 was Director of Marketing and VP of Sales and Marketing at Applied Biometrics, Inc.
Source
“Peter Buonomo has served as Senior Vice President of the Company since 2025 and as a director since 2025.”
High confidenceView in filing → - Scott S. RobinsonTreasurer and VP of Finance
Has served as Treasurer and VP of Finance since 2018. Previously Controller of Cardia, Inc. from 2010 to 2018. Holds an MBA in Finance from Iowa State University.
Source
“Scott S. Robinson has served as Treasurer and VP of Finance of the Company since 2018. Mr. Robinson served as Controller of Cardia, Inc. from 2010 until 2018.”
High confidenceView in filing → - Timothy G. Laske, PhDDirector
Director since 2025. Currently VP of R&D for the Cardiac Ablation Solutions Business at Medtronic since 2024; held multiple senior roles at Medtronic over 32 years. Prior to Medtronic, worked as a Design Engineer at Ford Motor Company.
Source
“Timothy Laske has served as a Director of the Company since 2025. Mr. Laske is currently Vice President of Research & Development for the Cardiac Ablation Solutions Business at Medtronic, a role he has held since 2024.”
High confidenceView in filing → - Christopher J. TurnbullDirector
Director since 2018. Held CEO roles at St. Paul Medical, Inc., T Medical, Inc., Critical Care Anesthetists PA, Owatonna Anesthesia Services P.A., and Minnesota Anesthesia Associates. Also served as Director of Cardia, Inc. since 1998. Retired in 2020 after 40 years of Nurse Anesthesia practice.
Source
“Christopher J. Turnbull has served as a Director of the Company since 2018. Mr. Turnbull has served as a Director of Cardia, Inc. since the company's incorporation in 1998.”
High confidenceView in filing → - Todd C. JohnsonDirector
Director since 2021, appointed by Series A shareholders. Has served as Chief Compliance Officer of Cedar Point Capital, LLC for the past 18 years. Previously worked in the Minneapolis Private Placement Department at Stifel Nicolaus.
Source
“Todd C. Johnson has served as a Director of the Company since 2021 and was appointed to the role by the Company's Series A shareholders. Mr. Johnson has served as the Chief Compliance Officer of Cedar Point Capital, LLC, a securities investment firm, for the past 18 years.”
High confidenceView in filing →
What the company does
The problem it solves and how it differentiates.
The company develops, manufactures, and markets septal occlusion devices—small, catheter-delivered implants used to permanently repair cardiac defects such as patent foramen ovale (PFO)—as a less invasive alternative to open-heart surgery or lifelong drug therapy. Its products have CE Mark approval and have been implanted in approximately 35,000 patients outside the United States; the company does not yet have FDA approval to sell in the U.S. but has completed significant steps toward PMA clearance for its PFO device.
Source
“We develop, manufacture, and market septal occlusion products, which are small, implantable devices delivered through a catheter inserted into a major blood vessel to permanently repair certain cardiac defects. To date, our products have been implanted in approximately 35,000 patients outside the United States.”
Market & competition
The market it plays in and who it competes with.
Encore Medical targets the structural heart device market, specifically transcatheter closure of cardiac defects including patent foramen ovale (PFO) and atrial septal defects (ASD). The potential annual market for PFO products for stroke prevention may exceed $1.5 billion in the U.S., based on approximately 139,000 cryptogenic stroke patients annually and an assumed average sales price of $11,000 per product.
Source
“the potential annual market for our PFO products for stroke prevention may exceed $1.5 billion”
Financials
Revenue, profitability, and cash, from the financial statements.
- Burn rate
- $668K annual operating cash burn (Year ended December 31, 2025)
Source
“Net Cash Used in Operating Activities (668,073)”
Statement-derived (Year ended December 31, 2025; figures in ones).
The offering
Use of proceeds, pricing, and dilution to new investors.
- general corporate purposes
- Offering price / share
- $5.00
- Dilution / share
- $(3.91)
- NTBV / share (adj.)
- $1.09
Source
“Assumed initial public offering price per share $ 5.00”
Source
“Dilution per share to new investors in this offering $ (3.91)”
Source
“our pro forma as adjusted net tangible book value as of March 31, 2026 would have been $10,655,470, or $1.09 per share”
Source
“After giving further effect to the issuance and sale by us of an assumed 3,000,000 shares of our common stock in this offering at the assumed initial public offering price of $5.00 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2026 would have been $10,655,470, or $1.09 per share.”
Control & governance
Share classes, founder voting control, board, and insider conflicts — the founder-control signals.
One vote per share across all classes — no super-voting.
Size not disclosed · Chair is also the CEO
Concentrated dependence on a single leader, flagged in the filing.
Source
“We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain qualified employees could harm our business.”
- Contract Manufacturing Agreement — Cardia (former parent)
The Company and Cardia, its former parent company, entered into a contract manufacturing agreement expiring December 31, 2026 under which the Company manufactures and sells Cardia's LAA product to Cardia at an agreed-upon transfer price, and Cardia sells the Company's ASD product through remaining supply contracts at an agreed-upon transfer price.
Source
“The Company and Cardia, have entered into and maintain a contract manufacturing agreement which expires on December 31, 2026 and may be renewed by mutual agreement of the parties.”
High confidenceView in filing → - $250,000 Line of Credit — Cardia
On May 15, 2025 (amended October 1, 2025), the Company obtained an unsecured $250,000 line of credit from Cardia bearing 6% interest, maturing May 14, 2027, with $216,000 drawn as of March 31, 2026.
Source
“On May 15, 2025 and amended on October 1, 2025, the Company obtained an unsecured $250,000 line of credit with Cardia. At March 31, 2026, $216,000 was drawn against the line of credit. The line of credit bears interest at 6% and matures on May 14, 2027.”
High confidenceView in filing → - $50,000 Convertible Promissory Note — Director Chris Turnbull
On October 11, 2023, the Company entered into a $50,000 unsecured convertible promissory note with board member Chris Turnbull, bearing 10% interest, maturing December 31, 2026, with a 20% origination fee and convertible into common stock at $5.00 per share.
Source
“On October 11, 2023 the Company entered into a $50,000 unsecured convertible promissory note with a board member, Chris Turnbull. The note, which was amended and restated on November 24, 2025, bears interest at 10% and matures on December 31, 2026.”
High confidenceView in filing → - $200,000 Convertible Promissory Note — CEO Joseph Marino
On November 24, 2025, the Company entered into a $200,000 unsecured convertible promissory note with CEO Joseph Marino, bearing 10% interest, maturing December 31, 2026, with a 20% origination fee and convertible into common stock at $5.00 per share.
Source
“On November 24, 2025, the Company entered into a $200,000 unsecured convertible promissory note with the Company's Chief Executive Officer, Joseph Marino. The note bears interest at 10% and matures on December 31, 2026, a date that the parties may mutually elect to extend for an additional 6 months.”
High confidenceView in filing → - Related-Party Receivable — Cardia ($688,765)
As of March 31, 2026, the Company had a related-party receivable of $688,765 due from Cardia, primarily reflecting amounts owed for products manufactured by the Company and sold through Cardia to the Ministry of Health of Iraq under a legacy supply contract.
Source
“As of March 31, 2026, we had a related-party receivable of $688,765 due from Cardia. This receivable primarily reflects amounts owed to us in respect of products manufactured by us and sold through Cardia to an existing international customer pursuant to a legacy commercial arrangement that pre-dated our separation.”
High confidenceView in filing →
Lock-up schedule & insider ownership
When insider shares unlock, and who holds them — the part most tools skip.
Lock-up schedule
When insider shares unlock signals when selling pressure may arrive. Conditional unlocks have no fixed date and are shown as such — they are not collapsed to a single guessed date.
- The Company (issuer)Share count not disclosedNo fixed dateFixed date
180 days after the closing of the offering
Source
“we have agreed that, without the prior written consent of the Representative, we will not, for a period of one hundred eighty (180) days after the closing of the offering”
High confidenceView in filing → - Directors, officers, and holders of 2% or more of outstanding common stockShare count not disclosedNo fixed dateFixed date
180 days after the closing of the offering
Source
“our directors and officers and any other holder(s) of 2% or more of the outstanding shares of common stock as of the effective date of the Registration Statement (including all holders of securities exercisable for or convertible into shares of common stock) have agreed not to, for a period of one hundred eighty (180) days after the closing of the offering”
High confidenceView in filing → - Underwriters (Underwriters' Warrants - FINRA Rule 5110)Share count not disclosedNo fixed dateFixed date
180 days following the commencement of sales pursuant to this prospectus
Source
“The Underwriters' Warrants are deemed underwriter compensation by FINRA and are therefore subject to an 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Underwriters or their respective designees (or their permitted assignees under Rule 5110(e)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days following the commencement of sales pursuant to this prospectus.”
High confidenceView in filing → - All locked-up parties (Company, directors, officers, and 2%+ holders)Share count not disclosedNo fixed dateDiscretionary
Prior written consent of the Representative
Source
“except with the prior written consent of the Representative”
High confidenceView in filing →
Insider ownership
Beneficial ownership as reported in the S-1 (includes shares deemed beneficially owned via options and affiliated entities). Percentages are beneficial, not record, ownership.
| Holder | Shares | % pre-IPO | % post-IPO | Source |
|---|---|---|---|---|
Joseph A. Marino(1) Directors and Executive Officers | 1.9M | 24.4% | 16.9% | Source“Joseph A. Marino(1) 1,893,395 24.4% 1,893,395 16.9%” High confidenceView in filing → |
Peter M. Buonomo(2) Directors and Executive Officers | 200K | 2.6% | 1.8% | Source“Peter M. Buonomo(2) 200,000 2.6% 200,000 1.8%” High confidenceView in filing → |
Scott S. Robinson(3) Directors and Executive Officers | 100K | 1.3% | 0.9% | Source“Scott S. Robinson(3) 100,000 1.3% 100,000 0.9%” High confidenceView in filing → |
Christopher J. Turnbull(4) Directors and Executive Officers | 305.5K | 3.9% | 2.7% | Source“Christopher J. Turnbull(4) 305,505 3.9% 305,505 2.7%” High confidenceView in filing → |
Todd C. Johnson(5) Directors and Executive Officers | 750.3K | 9.7% | 6.7% | Source“Todd C. Johnson(5) 750,311 9.7% 750,311 6.7%” High confidenceView in filing → |
Timothy G. Laske, PhD Directors and Executive Officers | — | — | — | Source“Timothy G. Laske, PhD — — — —” High confidenceView in filing → |
Executive Officers and Directors as a Group (6 persons) Directors & executive officers (group) | 3.2M | 41.9% | 29% | Source“Executive Officers and Directors as a Group (6 persons) 3,249,211 41.9% 3,249,211 29.0%” High confidenceView in filing → |
Risk flags
Key items from the Risk Factors section.
- Going Concern / Accumulated Deficit
The company has incurred significant net losses and its auditors have issued a going-concern opinion. If unable to raise additional capital, the company may be forced to curtail operations, seek bankruptcy protection, or liquidate assets.
Source
“our current liquidity position raises substantial doubt about our ability to continue as a going concern for the 12-month period following the issuance of the financial statements.”
- No FDA Approval / Limited U.S. Revenue
The company has not received FDA clearance or approval for any products in the U.S. and has generated only limited revenue, substantially all from non-U.S. markets, making it difficult to evaluate future prospects.
Source
“we have not yet received regulatory clearance or approval to market or sell our products in the United States. As a result, we have generated only limited revenue, substantially all of which has come from sales outside of the United States.”
- Material Weakness in Internal Controls
Auditors identified material weaknesses in internal controls over financial reporting related to financial close and reporting, inventory valuation, and document retention; future weaknesses could cause investors to lose confidence and reduce the stock price.
Source
“While performing the audit of our 2025 and 2024 financial statements, our auditors identified material weakness in our internal controls over financial reporting related to our financial close and reporting, inventory valuation and document retention.”
- GB Sciences AI License — Capital at Risk / Diversion
The company is paying $2.0 million cash plus 1,000,000 shares for AI technology from GB Sciences unrelated to its core business; there is no assurance it will generate value, and it may divert capital and management focus from core operations.
Source
“because $2.0 million of the proceeds of this offering is expected to be used to fund the cash consideration payable under the License Agreement, investors in this offering will bear the economic risk that the licensed technology may never produce a return on the capital invested.”
- Significant Near-Term Debt and Lender Remedies
The company has $1,000,000 in secured debt maturing November 2026 and $350,000 in unsecured notes maturing June 2026; a default could allow the secured lender to exercise remedies over all assets, materially impairing operations.
Source
“We currently have incurred $1,000,000 in indebtedness for borrowed money from a third-party lender. That indebtedness is secured by all of the Company's assets and matures on November 5, 2026. In the event of a default under that note, the secured holder would have priority over our unsecured creditors and shareholders with respect to the collateral securing the note and could exercise remedies that could materially impair our ability to continue operations.”
- Lender's Right of First Offer Restricts Financing Flexibility
An existing lender holds a right of first offer over future equity, debt, and strategic transactions through November 2028, which could delay or limit capital raises and deter other investors or acquirers.
Source
“We have entered into an agreement with an existing lender that provides such lender with certain preferential rights, including a right of first offer with respect to future equity or debt financings and/or other strategic transactions. The right of first offer remains in effect until two years after the repayment in full of the loan, or November 6, 2028.”
- Conflicts of Interest with Cardia, Inc.
Key executives and directors serve dual roles at Cardia, Inc. and hold equity in both companies, creating potential conflicts of interest in resource allocation, related-party transactions, and financing decisions.
Source
“these individuals may face conflicts of interest in allocating time and attention between the Company and Cardia, and actual or potential conflicts of interest may arise when these individuals are faced with decisions that could have different implications for our company and Cardia.”
- Dependence on Cardia, Inc. for Transitional Commercial Activities
Cardia, a related party, holds certain customer contracts and collects product sale proceeds on the company's behalf, including a $688,765 receivable; if Cardia fails to remit amounts owed, the company's liquidity could be adversely affected.
Source
“we have a related-party receivable of $688,765 from Cardia, Inc. as of March 31, 2026. We are subject to the risk that we may be unable to collect on the receivable.”
- Immediate Dilution and Dilutive Overhang
IPO investors will experience immediate dilution of approximately $3.91 per share, and a large number of additional shares from warrants, options, and convertible notes could cause further dilution.
Source
“This represents an immediate increase in pro forma net tangible book value to existing stockholders of $1.42 per share and an immediate dilution in pro forma net tangible book value to new investors of $(3.91) per share.”
- Intense Competition from Larger Rivals and High Failure Rate
The company competes against large, well-resourced companies such as Abbott Laboratories and W.L. Gore in the PFO market in an industry characterized by intense competition, extensive regulation, and a high failure rate.
Source
“Two of our primary competitors in the U.S. for PFO products are Abbott Laboratories and W.L. Gore. We cannot assure that healthcare providers will view our products as competitive with the products marketed and sold by larger, more established companies.”
- Clinical Trial Enrollment and Unfavorable Outcome Risk
Difficulty enrolling eligible patients could delay regulatory approval, and an unfavorable clinical trial outcome could materially harm market potential estimates and business plans.
Source
“If we are unable to enroll patients in accordance with our projected schedule, we may experience delays or increased costs in completing our clinical trial, which could delay regulatory approval and commercialization of our products in the United States.”
- Third-Party Reimbursement Risk
The commercial success of the company's products depends critically on adequate reimbursement from Medicare, Medicaid, and private insurers; if coverage is denied or reduced, revenues could be significantly decreased or eliminated.
Source
“If insurers or third-party payors and individuals are unwilling to pay for our products under development, our potential revenue and earnings would be significantly decreased or eliminated.”
- Concentrated Insider Ownership
Officers and directors will own approximately 29% of outstanding common stock after the offering, giving them significant influence over shareholder votes and potentially discouraging unsolicited acquisition proposals.
Source
“Our officers and directors collectively will own approximately 29.0% of our outstanding common stock... our officers and directors will have significant influence in determining the outcome of any matters submitted to shareholders for approval, including the election of directors and any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.”
Underwriters
The banks running the offering, from the filing. Informational only — not a recommendation or where to buy.
Underwriters allocate IPO shares primarily to their institutional and wealth-management clients; a directed share program (when present) reserves shares for company insiders/affiliates, not the general public. Not investment advice.
Source
“The Oak Ridge Financial Services Group, Inc. and Network 1 Financial Securities, Inc. are acting as representatives of the underwriters.”