Encore Medical, Inc. moved into the active marketing phase of a small-cap medical-device IPO on July 1, 2026, filing an amended Form S-1 (S-1/A) registration statement alongside a Rule 433 free writing prospectus that serves as the roadshow presentation. Both documents were filed the same day with the U.S. Securities and Exchange Commission under registration number 333-290244, and both carry the disclaimer of a preliminary prospectus — the registration statement, in the company’s words, “has not become effective yet.” The terms below are stated in the filing as bracketed placeholders, the convention issuers use for figures that remain subject to completion before pricing.

The cover of the preliminary prospectus describes an initial public offering of a bracketed [3,000,000] shares of common stock at an expected price of [$5.00] per share. That implies gross proceeds of roughly [$15,000,000] before the underwriting discount, which the filing lists at [$0.40] per share, or [$1,200,000] in aggregate, leaving proceeds before expenses to the company of [$4.60] per share, or [$13,800,000]. Encore has applied to list its common stock on the NYSE American Market under the symbol “EMI,” and the prospectus states that the closing of the offering is contingent on that listing. The company identifies itself as both an “emerging growth company” and a “smaller reporting company” under the federal securities laws, designations that permit scaled-back disclosure.

On the device itself, the prospectus is specific about regulatory status. Encore describes itself as a structural-heart company focused on transcatheter closure of certain cardiac defects, with its primary product designed to repair a patent foramen ovale, or PFO — a passage between the heart’s atrial chambers. The company reports it holds a CE Mark in the European Union but frames its U.S. position as pre-commercial. On that point the filing states directly:

"We currently do not have regulatory approval to sell our products in the United States, but the FDA has granted us an Investigational Device Exemption (IDE) approval to conduct our clinical trial to obtain market clearance for our PFO septal occlusion device for stroke."— Encore Medical, Inc., Form S-1/A (July 1, 2026), source

The prospectus adds that the FDA trial is currently underway and that the company estimates it will take approximately two years to complete. This is a disclosure of trial status rather than any statement about clinical results; the filing does not report efficacy data in the sections reviewed. Encore also states that it was founded in 2017 but builds on more than two decades of experience, citing more than 35,000 successful transcatheter defect closure implants as background for its platform, which it says uses features such as a multi-element frame construction that adapts to varied anatomies.

Use of proceeds and the offering structure

The use-of-proceeds section ties the raise directly to the company’s clinical and balance-sheet needs. Encore estimates net proceeds of approximately [$12,600,000], or approximately [$14,670,000] if the underwriters exercise their over-allotment option in full, based on the [$5.00] assumed offering price and after deducting estimated underwriting discounts, commissions and offering expenses. According to the prospectus, “the principal purpose of this offering is to provide capital to finance clinical trials, particularly for stroke and migraine indications, repayment of debt, working capital and for other general corporate purposes.” The filing notes management will have broad discretion over how the proceeds are applied, a standard caveat for a company at this stage. The share count rises to a bracketed [10,193,425] shares outstanding if the over-allotment is exercised in full, and the free writing prospectus lists the over-allotment at 15%.

The roadshow deck, filed as a free writing prospectus pursuant to Rule 433, restates the headline economics for prospective investors: 3 million shares offered at $5.00 per share, a 15% over-allotment, an NYSE American listing under the ticker EMI, and roughly 6.7 million shares outstanding before the offering. The FWP repeats the required language that it does not constitute an offer to sell and directs readers to the preliminary prospectus and the full registration statement on EDGAR. Encore’s principal executive offices are in Eagan, Minnesota, and Joseph A. Marino is named as President and Chief Executive Officer.

A crowded window for small-cap medtech financings

Encore is filing into an active stretch for micro- and small-cap medical-device capital markets. In the same window, Tenon Medical, Inc. (Nasdaq: TNON) filed a Rule 424(b)(4) final prospectus on June 30, 2026, and Aethlon Medical, Inc. (Nasdaq: AEMD) filed its own S-1/A on July 1, 2026 — two other device-sector issuers whose EDGAR pages sit alongside Encore’s (TNON on EDGAR; AEMD on EDGAR). The clustering illustrates the mechanics of the segment rather than any shared outcome: closely spaced amendments, final prospectuses and roadshow materials are how development-stage device issuers move through the SEC’s registration process toward a pricing date.

For Encore specifically, the structure is a conventional firm-commitment offering contingent on the NYSE American listing, with the bracketed figures signaling that the final share count and price remain open until the deal prices. The prospectus repeatedly frames the company as pre-revenue in the U.S. market and dependent on the offering’s proceeds to advance its FDA trial. Readers evaluating the filing should note that every dollar figure cited here is drawn verbatim from the July 1 documents and carries the issuer’s bracketed “subject to completion” qualifier; the definitive terms will appear in a final prospectus once, and if, the registration statement is declared effective and the offering prices.

What the record discloses

The two filings together establish a clear factual picture: an emerging-growth, smaller-reporting structural-heart company seeking approximately [$15,000,000] gross ([$12.6 million] net) from public investors, listing on NYSE American as EMI, to fund clinical work — including an FDA-sanctioned stroke-indication trial of its PFO closure device that it estimates will run about two years — along with debt repayment and general corporate purposes. The filing discloses the trial’s existence and status, a CE Mark in Europe, and the absence of U.S. marketing authorization; it does not, in the reviewed sections, assert clinical outcomes. Those disclosures, not any characterization of the device’s performance, are the substance of the July 1 record.