ENvue Medical, Inc. 8-K

What Happened
ENvue Medical, Inc. filed an 8-K (Item 5.02) dated February 2, 2026, disclosing a first amendment to the employment agreement with Doron Besser and a separate chairman agreement with David Johnson. The amendment clarifies timing and frequency of restricted stock unit (RSU) grants to Dr. Besser and adds quarterly true-ups to maintain his targeted ownership. The Chairman Agreement appoints David Johnson as Board Chairman, sets cash compensation and RSU awards, and includes customary confidentiality and non-solicit provisions.

Key Details

• Doron Besser amendment (to Dec 17, 2025 agreement): initial grant of 180,000 RSUs (aggregating 9% of Common Stock on a fully diluted basis) to be issued as soon as administratively practicable and no later than the later of 60 days after the effective date or completion of Israeli tax approvals.
• Besser true-ups: additional RSUs, subject to Board approval, will be issued on a quarterly anniversary of the Initial Grant to maintain a 9% equity interest; accelerated/prorated “Gross-Up” upon Company termination without Cause or resignation for Good Reason.
• David Johnson chairman deal: $10,000 per month cash retainer, reimbursement of reasonable expenses, independent contractor status (no employment benefits), and a one-year term with automatic one-year renewals unless timely notice given.
• Johnson equity: RSUs equal to 3.5% of the Company’s fully diluted Common Stock to be granted within ~60 days, plus true-up RSUs if dilution occurs from financings within two years.

Why It Matters
These agreements affect equity dilution and future share counts because significant RSU grants (9% and 3.5%) are tied to senior roles and include periodic true-ups to preserve ownership percentages. For investors, that means potential dilution if the RSUs vest and are issued, and it signals the company’s use of equity to compensate and retain key leadership. The cash cost is modest (e.g., $10,000/month for the chairman), but the equity commitments are material relative to outstanding shares.