Form 8-K

8-K — Enovis CORP

Accession: 0001493152-26-040919

Filed: 2026-09-01

Period: 2026-08-31

CIK: 0001420800

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): August 31, 2026

Enovis

Corporation

(Exact

name of registrant as specified in its charter)

Commission

File Number: 001-34045

Delaware

001-34045

54-1887631

(State

or other jurisdiction

(Commission

(IRS

Employer

of incorporation)

File

Number)

Identification

No.)

2900 Lake Vista Drive, Suite

400

Lewisville, TX

75067

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (302) 252-9160

Not

Applicable

(Former

name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

ENOV

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01. Regulation FD Disclosure.

August 31, 2026, Enovis Corporation (the “Company”) entered into a binding offer to acquire eCential Robotics SAS (“eCential”),

a leading developer of enabling technologies and surgical robotics. Under the terms of the agreement, the Company will acquire eCential

based on an enterprise value of approximately €155,000,000, subject to certain adjustments, which corresponds to up-front consideration

of approximately €176,000,000 in cash to be paid to eCential shareholders upon the closing of the acquisition, and, to the extent

that certain milestones are achieved, up to an additional €35,000,000 in cash to be paid upon the achievement of such milestones

in accordance with the terms of the agreement. The Company expects the acquisition to close by year-end 2026, subject to regulatory approvals.

September 1, 2026, the Company issued a press release announcing the proposed acquisition. A copy of the press release is attached as

Exhibit 99.1 hereto and incorporated herein by reference.

September 1, 2026, the Company will host and investor call and webcast at 8:30 a.m. Eastern time to discuss the acquisition. The slide

presentation posted to the Company’s website at website at https://ir.enovis.com in connection with the investor call and webcast

is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

The

information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished to the Securities and Exchange Commission

(“SEC”) and shall not be deemed to be incorporated by reference into any of Enovis’ filings with the SEC under the

Securities Act of 1933, as amended.

Cautionary

Information Regarding Forward-Looking Statements

This

Current Report on Form 8-K includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private

Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Enovis’

planned acquisition of eCential and the expected timeline for completing the acquisition, plans, goals, objectives, outlook, expectations

and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on Enovis’ current

expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied

in such forward-looking statements. Factors that could cause Enovis’ results to differ materially from current expectations include,

but are not limited to, (i) risks related to the satisfaction of the conditions to closing the proposed transaction, including the receipt

of necessary regulatory approvals; (ii) risks related to the ability to realize the anticipated benefits of the proposed transaction,

including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within

the expected time period; (iii) the risk that the businesses will not be integrated successfully; (iv) risks relating to changing demand

for Enovis’ products; (v) risks related to the future development, regulatory clearance, commercialization and market adoption

of eCential’s robotic surgical solutions; (vi) disruption from the proposed transaction making it more difficult to maintain business

and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies;

(vii) risks related to the proposed transaction diverting management’s attention from Enovis’ ongoing business operations;

(viii) negative effects of the announcement or the consummation of the proposed transaction on the market price of Enovis’ common

stock and/or Enovis’ operating results; and (ix) and the other factors detailed in Enovis’ reports filed with the U.S. Securities

and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K under the caption “Risk Factors,”

as well as the other risks discussed in Enovis’ filings with the SEC. In addition, these statements are based on assumptions that

are subject to change. This Current Report on Form 8-K speaks only as of the date hereof. Enovis disclaims any duty to update the information

herein.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release, dated September 1, 2026.

99.2

Investor Presentation, dated September 1, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date: September 1, 2026

Enovis COrporation

By:

/s/

Phillip B. Berry

Name:

Phillip B. Berry

Title:

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Enovis

Invests in Innovation with Binding Offer to Acquire eCential Robotics, a Leading Developer of Enabling Technologies and Surgical

Robotics

● Enhances

Enovis’ enabling technology ecosystem to include robotic automation capabilities, empowering

surgeons with a broader, integrated set of precision tools in the operating room.

● Creates

a robotics center of excellence in Grenoble, France, a talent rich medical technology hub.

Dallas,

TX September 1, 2026 (GLOBE NEWSWIRE) – Enovis™ Corporation (NYSE: ENOV), an innovation-driven medical technology company,

announced today that it has entered into a binding offer to acquire eCential Robotics, a leading developer of enabling technologies and

surgical robotics. The acquisition expands the ASTRA™ enabling technology platform with robotic automation capabilities, creating

a more comprehensive ecosystem designed to improve surgical precision, streamline workflows, and enhance patient outcomes.

Under

the terms of the agreement, Enovis will acquire eCential Robotics for an upfront enterprise value of €155 million, which corresponds

to cash consideration of approximately €176 million to be paid to eCential Robotics’ shareholders at closing, plus up to €35

million in contingent consideration payable upon the achievement of certain milestones. The transaction is expected to close by year-end

2026, subject to regulatory approvals.

Enovis

plans to fund the proposed transaction through a combination of cash on its balance sheet and availability under its existing revolving

credit facility. With regards to adjusted EBITDA margins, we expect approximately 150 basis points of deal related dilution to adjusted

EBITDA margin in 2027, offset by approximately 50 basis points of underlying improvement, equating to a 100 basis point headwind in 2027.

Enovis expects to return to year-over-year margin improvement in 2028. Free cash flow conversion is expected to increase to 50% in 2027,

to over $100 million, and further improve in 2028 and 2029.

Founded

on more than 15 years of innovation in computer-assisted surgery and orthopedic robotics, eCential Robotics has developed a modular platform

designed to advance the next generation of robotic-assisted surgery. The company’s expertise in robotics engineering, software

development, and surgical automation enhances Enovis’ existing technology portfolio while adding capabilities that meaningfully

accelerate Enovis’ robotic innovation roadmap.

“This

acquisition is a significant milestone and reflects our disciplined approach to bringing externally developed innovation into Enovis.

The eCential Robotics team brings exceptional engineering talent, intellectual property and a proven track record of bringing innovative

robotic solutions to market. Their expertise will serve as the bedrock of our robotics strategy and enable Enovis to win in surgical

enabling technology,” said Damien McDonald, Chief Executive Officer of Enovis. “eCential Robotics’ robotics platform

is a natural complement to our ARVIS® Augmented Reality System and will give surgeons a broader set of robotic solutions, aiming

to improve precision, streamline workflows in the operating room and deliver better outcomes for patients.”

Clément

Vidal, Chief Executive Officer of eCential Robotics, added, “Our strategy at eCential Robotics has always been to offer surgeons

easy-to-use, cutting-edge technology to improve surgical workflows, and ultimately, enable better patient outcomes. As part of Enovis,

we will be able to grow through a shared mission to support surgeons with greater operating room efficiency, and help patients live more

full, active lives. I am truly excited about the opportunities we will unlock together.”

Stéphane

Lavallée, Founder and Chair of eCential Robotics, added, “I could not be more excited about the next chapter for eCential

Robotics. Enovis brings focus, speed, and a real commitment to the future of eCential Robotics. Together, the combined companies will

continue to support existing partnerships and build a center of excellence for robotics in Grenoble focused on advancing the shared innovation

roadmap.”

Latham

& Watkins LLP is serving as legal counsel to Enovis in connection with the transaction.

Investor

Conference Call

Enovis

will conduct a conference call and webcast with investors to discuss the transaction today, September 1, 2026, at 8:30 AM ET. Investors

can access the webcast via a link on the Enovis website, www.enovis.com. For those planning to participate on the call, please

dial 1-833-461-5787 (U.S. callers) or 1-585-542-9983 (International callers) and use meeting ID 496462433. A link to a replay of the

call will also be available on the Enovis website later in the day.

Transaction

Timing

Following

completion of the information and consultation process with eCential Robotics’ works council in accordance with French law, the

parties expect to enter into a definitive acquisition agreement. Enovis expects the transaction to close by year-end 2026, subject to

regulatory approvals.

Forward-Looking

Statements

This

press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities

Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Enovis’ planned

acquisition of eCential Robotics and the expected timeline for completing the acquisition, the growth potential of eCential Robotics’

surgical robotics platform combined with the Company’s ARVIS® Augmented Reality System, planned funding for the acquisition,

the financial and operational impact of the acquisition, including the anticipated impact on Adjusted EBITDA margins, plans, goals, objectives,

outlook, expectations and intentions, and other statements that are not historical or current fact. Forward-looking statements are based

on Enovis’ current expectations and involve risks and uncertainties that could cause actual results to differ materially from those

expressed or implied in such forward-looking statements. Factors that could cause Enovis’ results to differ materially from current

expectations include, but are not limited to, (i) risks related to the satisfaction of the conditions to closing the proposed transaction,

including the receipt of necessary regulatory approvals; (ii) risks related to the ability to realize the anticipated benefits of the

proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will

not be realized within the expected time period; (iii) the risk that the businesses will not be integrated successfully; (iv) risks relating

to changing demand for Enovis’ products; (v) risks related to the future development, regulatory clearance, commercialization and

market adoption of eCential Robotics’ robotic surgical solutions; (vi) disruption from the proposed transaction making it more

difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales

representatives, agents or agencies; (vii) risks related to the proposed transaction diverting management’s attention from Enovis’

ongoing business operations; (viii) negative effects of this announcement or the consummation of the proposed transaction on the market

price of Enovis’ common stock and/or Enovis’ operating results; and (ix) and the other factors detailed in Enovis’

reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form

10-K under the caption “Risk Factors,” as well as the other risks discussed in Enovis’ filings with the SEC. In addition,

these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Enovis disclaims

any duty to update the information herein.

Non-GAAP

Financial Measures

Enovis

has provided in this press release financial information that has not been prepared in accordance with accounting principles generally

accepted in the United States of America (“non-GAAP”). These non-GAAP financial measures include Adjusted EBITDA margin and

free cash flow conversion. Adjusted EBITDA margin is derived from Adjusted net income and Adjusted EBITDA.

Adjusted

net income excludes net income attributable to noncontrolling interest from continuing operations, net of taxes; the effect of Loss from

discontinued operations, net of taxes; restructuring charges; Medical Device Regulation (“MDR”) fees and other costs; strategic

transaction costs; stock-based compensation; acquisition-related intangible asset amortization; strategic purchase of economic interest

on future royalty payments; and property plant and equipment step-up depreciation; goodwill impairment charges; non-cash Other (income)

expense, net; and include the tax effect of adjusted pre-tax income at applicable tax rates and other tax adjustments.

Adjusted

EBITDA represents Adjusted net income excluding all Other (income) expense, net; interest, taxes, and depreciation and other amortization.

Enovis presents Adjusted EBITDA margin, which is subject to the same adjustments as Adjusted EBITDA.

Free

cash flow represents cash flow from operating activities less purchases of property, plant and equipment net of proceeds from sale of

certain properties. Free cash flow conversion represents free cash flow divided by adjusted net income.

These

non-GAAP financial measures assist Enovis management in comparing its operating performance over time because certain items may obscure

underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with

inconsistent frequency or relate to discrete restructuring plans that are fundamentally different from the ongoing productivity improvements

of the Company. Enovis management also believes that presenting these measures allows investors to view its performance using the same

measures that the Company uses in evaluating its financial and business performance and trends. Non-GAAP financial measures should not

be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged

to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. Enovis does not provide

reconciliations of adjusted EBITDA margin on a forward-looking basis to the closest GAAP financial measure, as such information is not

available without unreasonable efforts on a forward-looking basis due to uncertainties regarding, and the potential variability of, reconciling

items excluded from these measures. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported

results for the guidance period.

About

Enovis

Enovis™

(NYSE: ENOV) is a global medical technology innovator dedicated to improving lives by developing clinically differentiated solutions

that enhance patient outcomes and restore motion for life. We partner with the brightest minds in health to advance care that is smarter,

personalized, and more effective, while improving operational efficiency for surgeons and clinicians around the world. Enovis solutions

impact the well-being of millions of patients wherever they are on their pathway to health. Discover more about Enovis at www.enovis.com

and follow us on Facebook, Instagram, LinkedIn and X.

Investor

Contact

Kyle

Rose, Vice President, Investor Relations

Kyle.Rose@enovis.com

Media

Contact

Rachel

Colloff, Sr. Director, Corporate Communications

Rachel.Colloff@enovis.com

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v3.26.1

Cover

Aug. 31, 2026

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-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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