Nanovibronix Inc SEC Filings

ENvue Medical, Inc. filed an initial statement of beneficial ownership for a director, indicating that as of the event date of 12/04/2025 the reporting person did not beneficially own any company securities. The filing is made by a single reporting person in their capacity as a director and confirms there are no non-derivative or derivative securities reported as owned.

ENvue Medical, Inc. is registering the resale of up to 7,962,279 shares of common stock for a selling stockholder. These include 2,377,533 shares issuable upon conversion of Series H Convertible Preferred Stock, 584,796 shares issuable upon exercise of related warrants, and up to 4,999,950 shares issuable as stock dividends on the Series H shares at a 9% annual rate. The company will not receive proceeds from any resale, but may receive cash if the warrants are exercised, which it plans to use for general corporate purposes. As of December 5, 2025, 1,088,192 common shares were outstanding, so full issuance of the registered shares would represent a very large increase in the share count and substantial dilution for existing holders. The filing also notes the company’s reverse stock splits, recent merger, name and ticker change to “FEED,” and ongoing Nasdaq listing compliance and auditor-related risks.

ENvue Medical, Inc., formerly known as NanoVibronix, Inc., has amended its certificate of incorporation to change its corporate name to ENvue Medical, Inc., effective December 12, 2025. On the same date, its common stock stopped trading on Nasdaq under the ticker symbol “NAOV” and began trading under the new symbol “FEED.”

The company states that the name change and ticker change do not affect the rights of its security holders and that its CUSIP remains the same. Under Delaware law, this amendment did not require stockholder approval. The company also issued a press release on December 12, 2025 to announce the name and symbol changes.

NanoVibronix, Inc. (NAOV) filed a current report announcing that it issued a shareholder letter on November 19, 2025. The letter was provided to investors as an exhibit to this report under a disclosure rule that covers company communications with the market, rather than as a formal financial or earnings filing. The report clarifies that this communication is being furnished, not filed, which means it is not automatically incorporated into other securities law filings or subject to certain legal liabilities.

NanoVibronix, Inc. filed its definitive proxy for the 2025 Annual Meeting. The virtual meeting is set for December 4, 2025, at 10:00 a.m. ET via www.virtualshareholdermeeting.com/NAOV2025. Stockholders of record as of October 27, 2025 may vote.

The ballot includes: electing five directors (Doron Besser, M.D.; Zeev Rotstein, M.D.; David Johnson; Nino Pionati; and Alison Geiger Burgett), ratifying E&Y (Kost Forer Gabbay & Kasierer) as auditor, amending the 2024 Long‑Term Incentive Plan to increase authorized shares under the plan, authorizing—solely for Nasdaq Listing Rule 5635(d) compliance—the issuance of common shares underlying July 2025 convertible preferred stock and warrants in an amount equal to or in excess of 19.99% of pre‑transaction common stock, and an adjournment proposal if needed.

Common stock outstanding was 1,011,102 shares on the record date. Series G (820 shares), Series H (11,111 shares) and Series X (53,100 shares) preferred are outstanding but not entitled to vote at the meeting.

NanoVibronix, Inc. (NAOV) filed a preliminary proxy for its 2025 Annual Meeting to be held virtually on December 4, 2025 at 10:00 a.m. ET at www.virtualshareholdermeeting.com/NAOV2025. Stockholders of record as of October 27, 2025 may vote.

The agenda includes: electing five directors (Doron Besser, M.D.; Zeev Rotstein, M.D.; David Johnson; Nino Pionati; Alison Geiger Burgett); ratifying E&Y as auditor; amending the 2024 Long‑Term Incentive Plan to increase authorized shares; an Issuance Proposal to authorize, for Nasdaq Rule 5635(d), the issuance of common shares underlying July 2025 convertible preferred stock and warrants in an amount equal to or in excess of 19.99% of pre‑issuance common outstanding (including anti‑dilution adjustments); and an adjournment proposal.

Holders had 1,011,102 shares of common stock outstanding as of the Record Date. The Board recommends voting FOR all proposals.

NanoVibronix (NAOV) reported board changes under Item 5.02. On October 30, 2025, Christopher Fashek, Thomas Mika, Martin Goldstein, M.D., and Brian Murphy notified the Board that they will not stand for reelection and will retire from the Board and all committees, effective immediately prior to the 2025 Annual Meeting of Stockholders.

The filing notes their decisions were for personal reasons and did not result from any disagreement regarding the company’s operations, policies, or practices. As of the notice date, Mr. Fashek served on the Audit, Nominating and Corporate Governance, and Compensation Committees; Mr. Mika served on the Audit and Compensation Committees; and Dr. Goldstein served on the Nominating and Corporate Governance Committee.

NanoVibronix, Inc. amended its shelf registration showing that its Series H Shares are convertible at the election of holders into common stock at an adjusted conversion price of $7.01 per share, subject to customary adjustments and anti-dilution protections with a stated floor of $2.02. The filing lists a selling stockholder, Alpha Capital Anstalt, with figures showing 3,864,554 shares and potential inclusion of up to 4,000,050 Dividend Shares issuable as dividends to Series H holders prior to the offering. Estimated transaction costs include printing at $3,000, legal fees $25,000, and accounting fees $15,000. The document also references registration rights, plan of distribution, Nasdaq symbol, risk factors, indemnification of directors and officers, and is signed by Doron Besser, M.D., Chief Executive Officer.