ENvue Medical (FEED) removes Series H Floor Price for $2.5M right

Rhea-AI Filing Summary

ENvue Medical, Inc. entered into an Amendment Agreement with required holders of its Series H Convertible Preferred Stock. The parties agreed to amend the existing Certificate of Designations by filing a Certificate of Amendment that removes the defined Floor Price applicable to the Series H preferred.

In return, holders of the Preferred Stock agreed to exercise $2,500,000 of the Additional Investment Right described in the July 18, 2025 Securities Purchase Agreement. The Certificate of Amendment was filed with the Delaware Secretary of State on January 30, 2026 and became effective upon filing, modifying the rights and preferences of the Series H preferred shares.

Insights

Capital structure and securities lawyer

ENvue exchanges Floor Price removal for a $2.5M additional investment right exercise.

ENvue Medical, Inc. and the required holders of its Series H Convertible Preferred Stock agreed to amend the preferred terms by removing the defined Floor Price from the Certificate of Designations through a Certificate of Amendment effective on January 30, 2026.

In consideration for this change, the holders agreed to exercise $2,500,000 of the Additional Investment Right provided under the July 18, 2025 Securities Purchase Agreement. This ties an adjustment in conversion economics directly to an incremental capital commitment under previously negotiated terms.

The change constitutes a material modification of security holder rights and an amendment to the company’s charter documents. Future disclosures may provide more detail on how the revised preferred stock terms interact with common shareholders and any subsequent investment activity by the Series H holders.

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false --12-31 0001326706 0001326706 2026-01-30 2026-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 30, 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on July 22, 2025, in connection with the closing of the issuance and sale of the ENvue Medical,, Inc.’s (the “Company”) Series H Convertible Preferred Stock, par value $0.001 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 30, 2026, the Company entered into that certain Amendment Agreement (the “Amendment Agreement”) with the Required Holders (as defined in the Amendment Agreement). Pursuant to the Amendment Agreement, the Required Holders agreed to amend the Certificate of Designations by filing a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Designations with the Secretary of State of the State of Delaware to remove the Floor Price (as defined in the Certificate of Designations) in consideration of the holders of the Preferred Stock exercising $2,500,000 of the Additional Investment Right (as such concept is described in the Securities Purchase Agreement by and between the Company and the holders of the Preferred Stock on July 18, 2025, and which such form of Securities Purchase Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2025).

On January 30, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, thereby amending the Certificate of Designations. The Certificate of Amendment became effective with the Secretary of State of the State of Delaware upon filing.

The foregoing descriptions of the Amendment Agreement and the Certificate of Amendment are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The matters described in Item 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The matters described in Item 1.01 of this Current Report on Form 8-K related to the filing of the Certificate of Amendment is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock.
10.1		Form of Amendment Agreement, dated as of January 30, 2026, by and among the Company and the holders party thereto.
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.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

FAQ

What did ENvue Medical (FEED) change in its Series H preferred stock terms?

ENvue Medical amended the Certificate of Designations for its Series H Convertible Preferred Stock. The company filed a Certificate of Amendment removing the defined Floor Price from those preferred share terms, effective upon filing with the Delaware Secretary of State on January 30, 2026.

Why did ENvue Medical (FEED) agree to remove the Floor Price on its Series H preferred?

The required holders of ENvue’s Series H preferred agreed to an amendment removing the Floor Price in exchange for exercising $2,500,000 of the Additional Investment Right provided under the July 18, 2025 Securities Purchase Agreement between the company and those holders.

What is the size of the Additional Investment Right exercised in ENvue Medical’s 8-K?

The holders of ENvue Medical’s Series H Convertible Preferred Stock agreed to exercise $2,500,000 of the Additional Investment Right. This right is described in the Securities Purchase Agreement dated July 18, 2025, which governs the preferred stock financing arrangements.

When did ENvue Medical’s amendment to the Series H preferred terms become effective?

The Certificate of Amendment to the Series H Convertible Preferred Stock Certificate of Designations became effective upon filing with the Delaware Secretary of State. ENvue Medical filed this Certificate of Amendment on January 30, 2026, making the changes effective that same day.

Which documents related to ENvue Medical’s Series H amendment are filed as exhibits?

ENvue Medical filed the Certificate of Amendment to the Series H Convertible Preferred Stock Certificate of Designations as Exhibit 3.1. The form of the Amendment Agreement with the preferred holders is filed as Exhibit 10.1 to the same report.

How does ENvue Medical’s 8-K affect rights of Series H preferred security holders?

The 8-K describes a material modification to rights of Series H preferred holders by removing the Floor Price term from the Certificate of Designations. This change is implemented through the Certificate of Amendment effective upon filing in Delaware.