ENvue Medical, Inc. (FEED) SEC Filings

ENvue Medical, Inc. reported weak results for the six months ended June 30, 2026, with revenue of $892 thousand, down from $1,519 thousand a year earlier, and a net loss of $8,721 thousand. Operating loss widened to $9,185 thousand as selling, marketing, and general and administrative expenses increased significantly.

Cash and cash equivalents fell to $1,084 thousand from $4,224 thousand at year-end 2025, and the company used $7,003 thousand of cash in operating activities. The filing states that recurring losses, negative cash flows, and an accumulated deficit of $124,448 thousand raise substantial doubt about the ability to continue as a going concern.

To fund operations, the company raised equity through Series H Preferred Stock issuances and large conversions into common stock, repurchased portions of Series X Preferred Stock, and benefited from a decline in the fair value of warrant liabilities from $807 thousand to $131 thousand. Subsequent to quarter-end, it added a $50 million committed equity facility with Alpha, with 40% of proceeds required to redeem remaining Series X Preferred Stock.

ENvue Medical, Inc. held a special meeting of stockholders on August 14, 2026. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation authorizing the Board of Directors, in its discretion and prior to the one-year anniversary of the meeting, to implement a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-50, with the exact ratio to be set and publicly announced by the Board. The reverse split proposal received 3,847,974 votes for, 1,062,981 against, and 19,288 abstentions. Stockholders also approved an adjournment proposal by 4,199,681 votes for, 594,319 against, and 136,243 abstentions, although no adjournment was ultimately made.

ENVUE Medical, Inc. entered into a new committed equity facility of up to $50.0 million with an institutional investor under a Common Shares Purchase Agreement. The company may, at its discretion, direct the investor to buy common shares over a period extending to the first day of the month following 36 months after Commencement, once resale registration for these shares is effective.

Shares sold under the agreement will be priced at 90% of the lowest volume weighted average price over the three trading days preceding each purchase date. The company must apply 40% of net proceeds to redeem outstanding Series X Preferred Stock until fully redeemed, with the balance for working capital and general corporate purposes.

Separately, a Second Amendment to the Series H Purchase Agreement increases Additional Investment Rights to $59,000,000 Stated Value (59,000 Series H Preferred shares and $53,100,000 Subscription Amount), subject to shareholder approval. The investor also agreed to exercise at least $10.0 million of these rights within twelve months after shareholder approval, with a monthly minimum of $833,333.33, adjusted downward upon specified fund-raising events.

ENvue Medical, Inc. has filed a shelf registration to offer up to $50,000,000 of common stock, warrants to purchase common stock, and units, which may be sold from time to time in one or more offerings. The company’s common stock trades on Nasdaq under the symbol FEED; on August 7, 2026, the last reported sale price was $0.40 per share.

As of August 10, 2026, the public float was approximately $7,261,689, based on 8,251,920 non‑affiliate shares at $0.88 per share, and the company is limited by General Instruction I.B.6 to primary offerings not exceeding one‑third of this float in any 12‑month period. ENvue’s capital structure includes 9,296,667 common shares outstanding and several series of convertible preferred stock that can convert into additional common shares.

The company discloses a Nasdaq delisting risk due to non‑compliance with the $1.00 minimum bid price following a prior 1‑for‑10 reverse split, and it has requested a hearing to appeal Nasdaq staff’s determination. Its independent auditor’s report for 2025 includes a going concern explanatory paragraph. Net proceeds from future offerings are expected to fund manufacturing, commercialization, R&D, potential acquisitions, general working capital, and possible repurchases of equity securities.

ENvue Medical, Inc. is asking stockholders at an August 14, 2026 virtual special meeting to approve a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-50, at the board’s discretion, through an amendment to its certificate of incorporation.

The company received a Nasdaq determination that its share price has been below the $1.00 minimum bid for 30 consecutive business days and is not currently eligible for the usual compliance period because two reverse splits were completed in 2025. The board views the new reverse split as a tool to raise the per-share price and support continued listing on The Nasdaq Capital Market, while keeping the number of authorized shares and par value unchanged.

On the July 20, 2026 record date there were 9,296,667 common shares outstanding, plus several series of preferred stock that are convertible into additional common shares. A second item, the Adjournment Proposal, would allow the meeting to be postponed to solicit more votes if needed. The board recommends voting FOR both proposals.

ENvue Medical, Inc. is calling a virtual special stockholders meeting on August 14, 2026 to vote on a reverse stock split and a related adjournment proposal.

The reverse split would amend the charter to consolidate outstanding common shares at a ratio in the range of 1-for-2 to 1-for-50, at the board’s discretion within one year. The primary stated objective is to raise the share price to comply with Nasdaq’s $1.00 minimum bid price after Nasdaq notified ENvue on July 10, 2026 that the stock traded below $1.00 for 30 consecutive business days and that the company is ineligible for a standard compliance period due to two prior reverse splits in 2025.

ENvue outlines potential benefits of maintaining its Nasdaq Capital Market listing, but also details risks that another reverse split may not sustain a higher price, could reduce liquidity and create odd-lot holdings, and that failure to regain compliance could lead to delisting. The board recommends voting “FOR” both proposals.

ENvue Medical, Inc. reported that on July 14, 2026, directors David Johnson and Nino Pionati voluntarily resigned from the Board of Directors. The company states their resignations were not due to any disagreement regarding its operations, policies or practices.

The remaining directors appointed Zvi Joseph and Lior Buchman to fill the vacancies. Joseph joined the Audit Committee and the Nominating and Corporate Governance Committee. Buchman joined the Audit Committee and the Compensation Committee and became Compensation Committee Chair. Existing director Zeev Rotstein, M.D. was appointed Chair of the Nominating and Corporate Governance Committee and Chairman of the Board. Joseph and Buchman will receive the same fees as other non‑executive directors, and the company notes there are no special arrangements or related‑party transactions requiring disclosure.

ENvue Medical, Inc. received a Nasdaq Staff Determination Letter on July 10, 2026 stating that its common stock has failed to meet the Nasdaq Capital Market minimum bid price requirement. The closing bid price was below $1.00 per share for 30 consecutive business days from May 26, 2026 through July 8, 2026, violating Nasdaq Listing Rule 5550(a)(2).

Ordinarily the company would receive a 180-calendar day grace period, but under Nasdaq Listing Rule 5810(c)(3)(A)(iv) it is not eligible for any compliance period because it effected a 1-for-10 reverse stock split on August 12, 2025. ENvue Medical plans to request a hearing before a Nasdaq Hearings Panel under the Nasdaq Listing Rule 5800 Series, which will stay any suspension or delisting action while the appeal is pending. The company notes there is no assurance the Panel will grant continued listing or that it will regain and maintain compliance with the Minimum Bid Price Requirement and other Nasdaq standards.