Encore Medical has filed an amended registration statement outlining plans to sell 3 million shares of common stock at an expected initial public offering price of $5 per share, targeting $15 million in gross proceeds before underwriting discounts and other expenses. The Minnesota medical-device company filed Amendment No. 8 to its Form S-1 with the Securities and Exchange Commission on Sept. 28, 2026, as it continues preparations for a proposed listing on the NYSE American under the symbol “EMI.”
The filing says Encore expects to pay an underwriting fee equal to 8% of the amount raised. Based on the proposed offering size and price, underwriting discounts and commissions would total $1.2 million, leaving $13.8 million before other offering expenses. Encore has also granted the underwriters a 45-day option to purchase up to an additional 450,000 shares to cover over-allotments.
After deducting underwriting discounts and commissions, estimated offering expenses and a $2 million payment under a technology license agreement, Encore estimates that net proceeds from the base offering would be approximately $10.6 million. If the over-allotment option is exercised in full, estimated net proceeds would rise to approximately $12.67 million.
The company intends to use a significant portion of the proceeds to fund clinical development of its structural heart devices, particularly programs targeting stroke and migraine indications. Encore expects to allocate about $6.9 million to its stroke clinical program and approximately $500,000 toward activities associated with its migraine indication. It also plans to spend about $1.2 million on sales and marketing development.
Encore expects to use approximately $1.1 million of the proceeds to repay its loan agreement with Merit Medical Systems within 12 months and another $650,000 to repay short-term debt. The remaining proceeds, estimated at between $250,000 and $2.15 million depending on final offering expenses and related factors, would be available for working capital and other general corporate purposes.
The proposed IPO is intended to support Encore’s development of septal occlusion devices used to close certain cardiac defects through catheter-based procedures. The company says its products include devices for patent foramen ovale, or PFO, and atrial septal defect closure, with commercial activity currently concentrated outside the United States.
Encore currently has CE Mark certification for its products and sells through international distributors in Europe and other markets. The company does not yet have regulatory approval to sell its products in the United States, although it is conducting a U.S. clinical trial for its PFO device under an FDA Investigational Device Exemption. Encore says the trial is intended to support a future application for FDA approval.
The company’s financial results underscore its reliance on additional capital as it advances those programs. For the six months ended June 30, 2026, net sales fell 44.8% to $557,395 from $1.01 million a year earlier, while gross profit declined to $57,596 from $408,008. Encore reported a net loss of $610,965 for the period, compared with a $240,750 loss in the first half of 2025.
Encore had only $79,771 of cash at June 30, 2026 and a working-capital deficit of approximately $2.37 million. Its filing says the company had an accumulated deficit of approximately $7.43 million at that date and that recurring operating losses and other financial conditions raised substantial doubt about its ability to continue as a going concern for one year from the issuance of its financial statements.
The company said the IPO proceeds are expected to address those liquidity concerns while financing its clinical and commercial plans, but it also cautioned that additional capital could be required, particularly for later-stage development of its migraine program. The registration statement remains subject to SEC review, and the proposed offering has not yet been completed.
Encore has applied to list its common stock on NYSE American, but the filing states that the offering’s closing is contingent on approval for that listing. Before the offering, there has been no public market for Encore’s common stock, and the company has not specified a final offering date in the amended registration statement.
