ENvue Medical, Inc. 8-K

What Happened

• ENvue Medical, Inc. (FEED) filed an 8-K disclosing an Amended and Restated Employment Agreement with CEO Doron Besser, M.D., effective December 17, 2025, and a consulting agreement effective December 18, 2025 appointing Nicole Fernandez‑McGovern as Interim Chief Financial Officer.
• Under the amended CEO agreement, Dr. Besser’s Base Salary is $360,000 per year, with an annual bonus opportunity up to $180,000. He is to receive an initial grant of 180,000 restricted stock units (RSUs) equal to approximately 9% of the company’s fully diluted common stock as of the effective date, with additional annual RSU grants to maintain a 9% equity stake while employed. The agreement includes notice, severance and other standard covenants.

Key Details

• CEO compensation: $360,000 base salary and up to $180,000 annual bonus (gross amounts).
• Equity: Initial grant of 180,000 RSUs (≈9% of fully diluted shares as of Dec 17, 2025); additional annual grants to maintain 9% while employed.
• Severance/termination: Special one-time payment equal to 12 months’ Base Salary if terminated without Cause or resigning for Good Reason (including certain Change in Control scenarios), plus severance equal to 8 1/3% of Base Salary and certain pension/insurance contributions. Employment is at‑will with six months’ written notice required for termination by either party.
• Study fund contributions: Monthly transfers to a study fund consisting of 2.5% of Base Salary deducted from Dr. Besser’s pay and 7.5% contributed by the Company (subject to Israeli tax caps).
• CFO change: Stephen Brown ceased to be CFO effective Dec 18, 2025. Nicole Fernandez‑McGovern (President of RCM Financial Consulting, CPA with 25+ years’ experience) was engaged as Interim CFO under a consulting agreement paying $300,000 per year; agreement permits termination with 60 days’ notice and assigns her responsibility for GAAP/SEC technical accounting, impairment and going concern analyses, and financial statement accuracy.

Why It Matters

• The CEO amendment increases Dr. Besser’s cash compensation and gives him a sizable equity stake (initially ~9% fully diluted), which is material for shareholders because it affects ownership concentration and potential dilution from future RSU issuances.
• The severance and change‑in‑control protections could have cash or equity implications in the event of a termination or transaction.
• The appointment of an experienced interim CFO signals a leadership transition in finance; investors should watch for any near‑term changes in financial reporting, audit or investor communications while the company works with the interim CFO.

(Exhibits 10.1 and 10.2 containing the full agreements were filed with the 8‑K; portions of Exhibit 10.2 were redacted as permitted.)