ENvue Medical, Inc. reported changes to leadership compensation and governance. A subsidiary signed a first amendment to the employment agreement with CEO Doron Besser, M.D., confirming an initial grant of 180,000 restricted stock units, equal to 9% of the company’s fully diluted common stock as of his agreement’s effective date.
The amendment also provides quarterly restricted stock unit “gross-up” grants, subject to board approval, to keep Dr. Besser at a 9% equity interest, including a prorated grant if he is terminated without Cause or resigns for Good Reason. Separately, ENvue entered a chairman agreement with David Johnson, who will chair the board as an independent contractor, receive a flat $10,000 monthly fee, and be granted restricted stock units representing 3.5% of fully diluted common stock, plus potential anti-dilution true-up grants for up to two years.
Bank of America and affiliates filed an amended Form 3/A for ENvue Medical, Inc., updating the reported event date to January 30, 2026 and confirming 10% owner status. The filing reports indirect beneficial ownership of 234,056 shares of common stock through subsidiaries BANA and BOFAS.
The disclosure relies on 1,088,192 outstanding shares as of December 5, 2025, as stated in a December 18, 2025 prospectus, which covers the resale of up to 7,962,279 shares of common stock and notes that additional issuances could materially increase outstanding shares and substantially dilute existing stockholders.
Bank of America Corp, BOFA Securities and Bank of America NA jointly reported a series of open-market sales of ENvue Medical, Inc. (FEED) common stock on 02/02/2026. The trades were executed at prices generally around $3.04–$3.07 per share, each reducing the reported indirect position.
After these transactions, the reporting persons show 231,138 shares of ENvue Medical common stock beneficially owned on an indirect basis. The footnotes explain that Bank of America’s interest is indirect through its subsidiaries and include disclaimers about group status and greater-than-10% beneficial ownership.
Bank of America Corp, Bank of America NA, and BofA Securities, Inc. jointly reported their initial beneficial ownership in Envue Medical, Inc. as 10% owners. The filing shows indirect ownership of 234,056 shares of common stock, held through Bank of America’s subsidiaries.
The 10% ownership status is based on 1,088,192 outstanding shares disclosed in Envue Medical’s Form 424B3 prospectus, which reports totals as of December 5, 2025. That prospectus covers the potential resale of up to 7,962,279 shares of common stock and notes that issuing additional shares could materially increase shares outstanding and substantially dilute existing stockholders.
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.
ENvue Medical, Inc. director Zeev Jhoshua Rotstein filed an initial insider ownership report on Form 3. The filing identifies him as a director of the company and indicates that he does not beneficially own any non-derivative or derivative securities of ENvue Medical. Both ownership tables are blank, and the explanation of responses clearly states that no securities are beneficially owned.