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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): July 14,
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
July 14, 2026, each of David Johnson and Nino Pionati voluntarily resigned from their respective positions as members of the Board of
Directors (the “Board”) of ENvue Medical, Inc. (the “Company”). Messers. Johnson and Pionati’s resignations
did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or
practices.
In
addition, on July 14, 2026, the remaining members of the Board appointed each of Zvi Joseph and Lior Buchman as members of the Board
to fill the vacancies created by the resignations of Messers. Johnson and Pionati. Mr. Joseph was appointed to serve on the Company’s
Audit Committee and Nominating and Corporate Governance Committee. Mr. Buchman was appointed to serve on the Company’s Audit Committee
and Compensation Committee and will serve as the Chairman of the Compensation Committee. In addition, Zeev Rotstein, M.D., an existing
member of the Board, was appointed to Chair of the Nominating and Corporate Governance Committee.
In
addition, Prof. Rotstein was appointed to serve as the new Chairman of the Board.
As
remuneration for their service as directors, Messrs. Joseph and Buchman will receive the same fees as the Company’s other non-executive
directors. There is no arrangement or understanding between Messrs. Joseph and Buchman and any other person pursuant to which they were
elected as directors, there are no transactions in which Messrs. Joseph and Buchman have an interest requiring disclosure under Item
404(a) of Regulation S-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
July 14, 2026 |
By: |
/s/
Doron Besser, M.D. |
| |
Name: |
Doron
Besser, M.D. |
| |
Title: |
Chief
Executive Officer |
