Enovis CORP

The following summarizes the principal factors that make an investment in Enovis speculative or risky, all of which are more fully described in the “Risk Factors” in Item 1A. “Risk Factors” in Part I of this Form 10-K. This summary should be read in connection with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business.

The following factors could materially adversely affect our business, financial condition, results of operations, liquidity and the trading price of our common stock.

Risks Related to Our Business and Operations

•An inability to identify suitable acquisition candidates, complete any proposed acquisitions or successfully integrate the businesses we acquire.

•The availability of additional capital and our inability to pursue our growth strategy without it.

•Our indebtedness and our debt agreements, which contain restrictions that limit our flexibility in operating our business.

•Our restructuring activities, which may subject us to additional uncertainty in our operating results.

•Any impairment in the value of our intangible assets, including Goodwill.

•A material disruption at any of our manufacturing facilities.

•Any failure to maintain and protect our intellectual property rights or challenges to these rights by third parties.

•The effects of contagious diseases, such as the COVID-19 pandemic, terrorist activity, man-made or natural disasters and war.

•Significant movements in foreign currency exchange rates.

•The availability of raw materials, as well as parts and components used in our products, as well as the impact of raw material, energy and labor price fluctuations and supply shortages.

•The competitive environment in which we operate.

•Changes in our tax rates or exposure to additional income tax liabilities.

•Our reliance on a variety of distribution methods to market and sell our medical device products.

Risks Related to Government Regulation and Litigation

•Extensive government regulation and oversight of our products, including the requirement to obtain and maintain regulatory approvals and clearances.

•Safety issues or recalls of our products.

•Failure to comply with federal and state regulations related to the manufacture of our products.

•Risks associated with improper marketing or promotion of our products.

•Impacts of potential legislative or regulatory reforms on our business.

•Risks associated with the clinical trial process.

•Risks associated with the failure to comply with governmental regulations for products for which we obtain clearance or approval.

•Risks associated with product liability lawsuits.

•Our ability to obtain coverage and adequate levels of reimbursement from third-party payors for our medical device products.

•Audits or denials of claims by government agencies.

•Federal and state health reform and cost control efforts.

•Our failure or the failure of our employees or third parties with which we have relationships to comply with healthcare laws and regulations.

•Our relationships with leading surgeons who assist with the development and testing of our products and our ability to comply with enhanced disclosure requirements regarding payments to physicians.

•Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements.

•Our information technology infrastructure and information are vulnerable to service interruptions, data corruption, cyber-based attacks or network security breaches, which could result in the disruption of operations or the loss of data confidentiality.

•Failure to comply with anti-bribery and export control laws, economic sanctions or other trade laws.

•Risks associated with non-compliance with non-U.S. laws, regulations and policies.

Risks Relating to the Separation

•Our ability to achieve some or all of the expected benefits of the Separation.

•If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, we and our stockholders could be subject to significant tax liabilities.

•Potential indemnification liabilities to ESAB pursuant to the separation and distribution agreement and other related agreements.

General and Other Risks

•Changes in the general economy.

•Disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.

•The loss of key leadership or the inability to attract, develop, engage, and retain qualified employees.

•The issuances of additional Common and Preferred stock, which may adversely affect the market price of common stock.

•Provisions in our governing documents and Delaware law, which may delay or prevent an acquisition of Enovis that may be beneficial to our stockholders.

Part I