What terms govern ENvue Medical (FEED) share pricing under the Purchase Agreement?

Each draw’s purchase price equals 90% of the lowest volume weighted average price of ENvue’s common shares over the three trading days before the purchase date. The company controls timing by delivering written notices before trading begins on eligible days.

ENVUE Medical (FEED) adds $50M equity facility and boosts $59M Series H rights

Q: How will ENvue Medical (FEED) use proceeds from the new equity facility?

ENvue Medical must use 40% of net proceeds from each sale under the facility to redeem Series X Preferred Stock until fully redeemed. The remaining 60% is allocated for working capital and general corporate purposes, providing additional financial flexibility.

Q: What is the AIR Minimum commitment in ENvue Medical (FEED)'s Series H amendment?

The investor agreed, after shareholder approval, to an AIR Minimum of at least $10.0 million exercised over twelve months, with monthly minimum investments of $833,333.33 if not otherwise exercised. This minimum decreases dollar-for-dollar upon certain fund-raising events.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The August 12 agreement describes optional purchase rights rather than an issuance or proceeds receipt; after Commencement, the company may terminate it on five trading days’ notice, but the investor’s registration rights survive termination.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Committed equity facility size: $50.0 million Mandatory Series X redemption share of proceeds: 40% Purchase price discount: 90% +5 more

8 metrics

Committed equity facility size $50.0 million Maximum aggregate amount of common stock ENvue may sell to the investor under the facility

Mandatory Series X redemption share of proceeds 40% Portion of net proceeds from each sale under the facility to be used to redeem Series X Preferred Stock

Purchase price discount 90% Purchase price equals 90% of the lowest VWAP over the three trading days before each purchase

Facility duration 36 months Period after Commencement during which ENvue may direct share purchases, ending the first day of the following month

Additional Investment Rights Stated Value $59,000,000 Total Stated Value of Series H Preferred Stock Additional Investment Rights under the Second Amendment

Series H Preferred shares under AIR 59,000 shares Number of Series H Preferred Stock shares corresponding to the increased Additional Investment Rights

Subscription Amount for Series H AIR $53,100,000 Aggregate Subscription Amount associated with the Series H Preferred Additional Investment Rights

AIR Minimum aggregate exercise $10.0 million Minimum amount the investor agreed to exercise within twelve months after shareholder approval, with monthly minimum of $833,333.33

Key Terms

committed equity facility, Common Shares Purchase Agreement, Additional Investment Rights, Stated Value, +2 more

6 terms

committed equity facility financial

"relating to a committed equity facility (the “Facility”)."

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

Common Shares Purchase Agreement financial

"entered into a Common Shares Purchase Agreement (the “Purchase Agreement”)"

Additional Investment Rights financial

"to increase the total Additional Investment Rights (as defined in the Series H Purchase Agreement)"

Stated Value financial

"to a total aggregate amount of up to $59,000,000 Stated Value"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

Series H Convertible Preferred Stock financial

"Series H Convertible Preferred Stock, par value $0.001 per share"

volume weighted average price financial

"90% of the lowest volume weighted average price of the Common Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/12/2026 - 08:30 AM Accepted by SEC EDGAR 08/12/2026 - 08:29 AM

FAQ

What is ENvue Medical (FEED)'s new $50 million committed equity facility?

ENvue Medical entered a Common Shares Purchase Agreement giving it the right to sell up to $50.0 million of common stock to an institutional investor. Sales are at the company’s discretion and priced at 90% of the lowest three-day volume weighted average price.

How will ENvue Medical (FEED) use proceeds from the new equity facility?

ENvue Medical must use 40% of net proceeds from each sale under the facility to redeem Series X Preferred Stock until fully redeemed. The remaining 60% is allocated for working capital and general corporate purposes, providing additional financial flexibility.

How long can ENvue Medical (FEED) use the committed equity facility?

After Commencement, ENvue Medical may direct purchases until the first day of the month following 36 months from Commencement. Commencement requires conditions such as effectiveness of an SEC resale registration statement and filing of a final prospectus for the investor’s resales.

What changes were made to ENvue Medical (FEED)'s Series H Preferred Stock agreement?

A Second Amendment 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 must exercise at least $10.0 million within twelve months, with a monthly minimum of $833,333.33.

What is the AIR Minimum commitment in ENvue Medical (FEED)'s Series H amendment?

The investor agreed, after shareholder approval, to an AIR Minimum of at least $10.0 million exercised over twelve months, with monthly minimum investments of $833,333.33 if not otherwise exercised. This minimum decreases dollar-for-dollar upon certain fund-raising events.

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): August 12, 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: (800) 747-2151

(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.

Committed Equity Facility of up to $50 million

On August 12, 2026, ENvue Medical, Inc. (the “Company”) entered into a Common Shares Purchase Agreement (the “Purchase Agreement”), with an institutional investor (the “Investor”), relating to a committed equity facility (the “Facility”). Pursuant to the Purchase Agreement, the Company has the right from time to time at its option to sell to the Investor up to $50.0 million of its shares of common stock, par value $0.001 per share (the “Common Shares”), subject to certain conditions and limitations set forth in the Purchase Agreement.

Sales of the Common Shares to the Investor under the Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Common Shares and determinations by the Company regarding the use of proceeds of such Common Shares. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at which the Common Shares are sold to the Investor. The Company is required to use 40% of the net proceeds from any sales under the Purchase Agreement to redeem outstanding shares of its Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”), until no such shares of Series X Preferred Stock remain outstanding, with the remainder of any net proceeds to be used for working capital and general corporate purposes.

Upon the initial satisfaction of the conditions to the Investor’s obligation to purchase Common Shares set forth in the Purchase Agreement (the “Commencement”), including, but not limited to, that a registration statement registering the resale by the Investor of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), that may be sold to it by the Company under the Purchase Agreement (the “Initial Resale Registration Statement”), is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, from time to time at its sole discretion until the first day of the month next following the 36-month period from and after Commencement, to direct the Investor to purchase up to a specified maximum amount of Common Shares as set forth in the Purchase Agreement by delivering written notice to the Investor prior to the commencement of trading on any trading day. The purchase price of the Common Shares that the Company elects to sell to the Investor pursuant to the Purchase Agreement will be 90% of the lowest volume weighted average price of the Common Shares during the three (3) trading days immediately preceding the applicable purchase date on which the Company has timely delivered written notice to the Investor directing it to purchase Common Shares under the Purchase Agreement.

The Purchase Agreement contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain important limitations.

The Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon five (5) trading days’ prior written notice. No termination of the Purchase Agreement will affect the registration rights provisions contained within the Purchase Agreement, which will survive any termination of the Purchase Agreement.

July 2025 Purchase Agreement Amendment

As previously disclosed in the Current Report on Form 8-K filed on July 22, 2025, the Company entered into a Securities Purchase Agreement, dated as of July 18, 2025, as amended on January 30, 2026 (the “Series H Purchase Agreement”), by and between the Company and the Investor, pursuant to which the Company agreed to issue and sell to the Investor newly designated shares of its Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock”).

On August 12, 2026, the Company entered into that certain Second Amendment Agreement to the Series H Purchase Agreement (the “Second Amendment Agreement”) with the Investor. Pursuant to the terms of the Second Amendment Agreement, the Company and the Investor agreed, among other things, subject to the receipt of Shareholder Approval (as defined in the Second Amendment), to amend the Series H Purchase Agreement to increase the total Additional Investment Rights (as defined in the Series H Purchase Agreement) to a total aggregate amount of up to $59,000,000 Stated Value (representing 59,000 shares of Preferred Stock and $53,100,000 of Subscription Amount) of Series H Preferred Stock. The Investor also agreed, subject to the receipt of Shareholder Approval, to exercise the Additional Investment Rights in an aggregate amount equal to no less than $10.0 million in the twelve (12) month period following Shareholder Approval with a monthly minimum of $833,333.33 if not otherwise exercised (the “AIR Minimum”). The parties agreed that upon certain fund-raising events, the AIR Minimum will be decreased on a dollar-for-dollar basis.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing summaries of the Purchase Agreement and the Second Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Amendment, forms of which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Common Shares Purchase Agreement, dated as of August 12, 2026, by and between the Company and the investor signatory thereto.
10.2		Form of Second Amendment Agreement, dated as of August 12, 2026, by and between the Company and the investor signatory 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: August 12, 2026	By:	/s/ Doron Besser, M.D.
	Name:	Doron Besser, M.D.
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents