UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): ~~January~~February 302, 2026

ENvue Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36445

01-0801232

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

969 Pruitt Ave

Tyler, Texas

77569

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (914) 233-3004

(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:

☐	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		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FEED		Nasdaq Capital Market

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 ☐

If 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 1 5.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers.

AsFirst ~~previously~~Amendment ~~disclosed~~to inAmended ~~the~~and ~~Current~~Restated ~~Report~~Employment onAgreement ~~Form 8-K filed on July 22, 2025, in connection~~ with ~~the~~Doron ~~closing of the issuance and sale of the ENvue Medical~~Besser,, ~~Inc~~M.~~’s (the “Company”) Series H Convertible Preferred Stock, par value $0~~D.001 per share (the “Preferred Stock”) on July 18, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series H Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designations”).

On ~~January~~February 302, 2026, ~~the~~ENvue ~~Company~~Medical ~~entered~~Israel, ~~into~~Ltd., ~~that~~a ~~certain~~wholly ~~Amendment~~owned ~~Agreement~~subsidiary ~~(the~~of ~~“Amendment~~ENvue ~~Agreement”)~~Medical, ~~with the~~Inc. ~~Required Holders~~ (~~as defined in~~ the ~~Amendment Agreement~~“Company”)~~. Pursuant to the Amendment Agreement~~, ~~the Required Holders agreed to amend~~ ~~the~~entered ~~Certificate~~into ~~of Designations by filing~~ a ~~Certificate~~first ofamendment ~~Amendment~~ (the “~~Certificate of~~ Amendment”) to ~~the Certificate~~that ofcertain ~~Designations~~Amended ~~with~~and ~~the~~Restated ~~Secretary~~Employment ~~of State of the State of Delaware to remove the Floor Price (as defined in the Certificate~~Agreement ofwith ~~Designations)~~Doron ~~in consideration of the holders of the Preferred Stock exercising $2~~Besser,~~500,000~~ ofdated ~~the Additional Investment Right (~~as ~~such~~ ~~concept is described in the Securities Purchase Agreement by and between the Company and the holders~~ of ~~the~~December ~~Preferred Stock on July 18~~17, 2025, ~~and which such form of Securities Purchase Agreement is filed~~ (as ~~Exhibit~~amended, ~~10.1 to~~ the ~~Company’s~~“Besser ~~Current~~Employment ~~Report on Form 8-K filed on July 22, 2025~~Agreement”).

OnPrior ~~January~~to ~~30,~~the ~~2026~~Amendment, the ~~Company~~Besser ~~filed~~Employment Agreement contemplated that (i) as soon as administratively practicable following December 17, 2025 (the ~~Certificate~~“Besser ofEffective ~~Amendment~~Date”) ~~with~~and in any event, no later than 60 days after the ~~Secretary~~Besser ofEffective Date, ~~State~~Dr. ofBesser would be granted an award (the ~~State~~“Initial Grant”) of ~~Delaware~~180,000 ~~thereby~~restricted ~~amending~~stock units that represent, in the ~~Certificate~~aggregate, 9% of ~~Designations~~the Company’s common stock, par value $0.001 ~~The~~per ~~Certificate~~share (“Common Stock”) issued and outstanding, determined on a fully diluted basis as of ~~Amendment~~the ~~became~~Besser ~~effective~~Effective ~~with~~Date, and (ii) Dr. Besser shall be issued additional restricted stock units, to the ~~Secretary~~extent ofnecessary, ~~State~~on the annual anniversary of the ~~State~~grant date of ~~Delaware~~the ~~upon~~Initial Grant for Dr. Besser to maintain ~~filing~~a 9% equity interest in the Company (such additional issuance, a “Gross-Up”).

~~The~~Pursuant ~~foregoing~~to ~~descriptions~~the terms of the Amendment, ~~Agreement~~the Initial Grant shall be granted as soon as administratively practicable following the Besser Effective Date (and in any event no later than the ~~Certificate~~later of ~~Amendment~~(x) ~~are~~60 ~~qualified~~days infollowing ~~their~~the ~~entirety~~Besser Effective Date and (y) the date any regulatory approvals by ~~reference~~the Israeli Tax Authorities are completed). Additionally, Dr. Besser shall be issued additional restricted stock units, to the ~~full~~ ~~text~~extent ofnecessary ~~each~~and ~~such~~subject ~~document~~to the approval of the Board, ~~copies~~on the quarterly anniversary of ~~which~~the ~~are~~grant date ~~filed~~of asthe ~~Exhibit~~Initial 10Grant for Dr.1 ~~and~~Besser ~~Exhibit~~to 3maintain a 9% equity interest in the Company.1 Pursuant to the terms of the Amendment, ~~respectively~~if Dr. Besser is terminated by the Company without Cause or resigns for Good Reason (each as defined in the Besser Employment Agreement), Dr. Besser shall receive, immediately prior to ~~this~~the ~~Current~~termination ~~Report~~date, onan ~~Form 8~~additional Gross-KUp, ~~and~~prorated ~~are~~as necessary ~~incorporated~~based byon ~~reference~~the ~~herein~~number of calendar days Dr. Besser was employed during the applicable quarter.

~~Item~~The 3foregoing is only a summary of the material terms of the Amendment and does not purport to be complete.03 ~~Material~~The ~~Modification~~foregoing summary is qualified in its entirety by reference to ~~Rights~~the complete text of ~~Security~~the ~~Holders~~Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

~~The~~Chairman ~~matters~~Agreement ~~described~~with inDavid ~~Item~~Johnson ~~1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Amendment are incorporated herein by reference.~~

~~Item~~On 5February 2, 2026, the Company entered into a chairman agreement with David Johnson (the “Chairman Agreement”), pursuant to which Mr.03 ~~Amendments~~Johnson shall serve as the Chairman of the Company’s Board of Directors (the “Board”). Pursuant to ~~Articles~~the terms of ~~Incorporation~~the orChairman ~~Bylaws;~~Agreement, ~~Change~~the Company shall pay Mr. Johnson a flat rate of $10,000 per month, as well as such additional amounts that the Company deems appropriate from time to time in ~~Fiscal~~its ~~Year~~sole discretion and reimbursement of certain reasonable and documented expenses.

~~The~~Pursuant ~~matters~~to ~~described~~the inChairman ~~Item~~Agreement, 1Mr.01 Johnson shall be an independent contractor of ~~this~~the ~~Current~~Company ~~Report~~and onineligible ~~Form~~for ~~8-K~~employment ~~related~~benefits or deductions from payments for employment or income taxes. Mr. Johnson shall perform customary tasks for such a position, including but not limited to, attending and participating in each Board meeting and collaborating and providing advice and assistance to the ~~filing~~Company. ofThe Chairman Agreement, shall, unless terminated pursuant to the ~~Certificate~~terms therein, continue through the one-year anniversary of ~~Amendment~~the isChairman ~~incorporated~~Effective Date (as defined herein). Unless Mr. Johnson or the Company provides notice of intent not to renew the Chairman Agreement no later than 10 days prior to its expiration, the Chairman Agreement shall automatically continue in effect for successive additional one-year terms, provided that the Chairman Agreement may be terminated by ~~reference~~either Mr. Johnson or the Company for any reason upon 10 days’ written notice to the other party, subject to the terms of the Chairman Agreement.

Pursuant to the terms of the Chairman Agreement, as soon as administratively practicable following the date of the Chairman Agreement (the “Chairman Effective Date”) (and in any event, no later than 60 days after the Chairman Effective Date), Mr. Johnson shall be granted an award of restricted stock units that represent, in the aggregate, 3.5% of the Company’s issued and outstanding Common Stock, determined on a fully diluted basis as of the Chairman Effective Date, subject to certain vesting conditions. In addition, Mr. Johnson shall be issued additional true-up restricted stock units, to the extent necessary, if at any time within the two-year period following the Chairman Effective Date, there is a financing or equity issuance (other than in connection with a merger or acquisition) that would have the effect of diluting Mr. Johnson’s ownership.

The Chairman Agreement also provides for certain customary covenants regarding non-solicitation, non-recruitment and confidentiality.

The foregoing is only a summary of the material terms of the Chairman Agreement and does not purport to be complete. The foregoing summary is qualified in its entirety by reference to the complete text of the Chairman Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock.
10.1		First Amendment, dated February 2, 2026, to the Amended and Restated Employment Agreement dated as of December 17, 2025, by and between the Company and Doron Besser.
10.1		Form of Amendment Agreement, dated as of January 30, 2026, by and among the Company and the holders party thereto.
10.2		Chairman Agreement, dated February 2, 2026, by and between the Company and David Johnson.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVUE MEDICAL, Inc.
Date: January 30, 2026	By:	/s/ Doron Besser, M.D.
Date: February 6, 2026	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

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