FEED 8-K
ENvue Medical, Inc. (FEED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
Effective as of September 1, 2026, ENvue Medical, Inc. (the “Company”) will effect a reverse stock split of its outstanding shares of common stock at a ratio of twelve-for-one (the “Reverse Split”). The Reverse Split, which was approved by the Company’s board of directors under authority granted by the Company’s stockholders at a special meeting of stockholders held on August 14, 2026, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on August 28, 2026 (the “Certificate of Amendment”). The Reverse Split will take effect on September 1, 2026.
Effects of the Reverse Split
Effective Date; Symbol; CUSIP Number. The Reverse Split will take effect at 12:01 a.m. Eastern Standard Time on September 1, 2026, and will be reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on September 1, 2026 (the “Effective Date”), whereupon the shares of common stock will begin to trade on a split-adjusted basis. In connection with the Reverse Split, the Company’s common stock will continue to trade on Nasdaq under the symbol “FEED” but will trade under a new CUSIP Number, 63008J 876.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder will convert automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) twelve.
No fractional shares will be issued, and no cash or other consideration will be paid. In lieu of any fractional shares, stockholders who would otherwise hold a fractional share because the number of shares of common stock they hold before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of common stock will be rounded up to the nearest whole share.
State Filing. The Reverse Split will take effect at 12:01 a.m. Eastern Standard Time on September 1, 2026 as stated in the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on August 28, 2026. The Certificate of Amendment was not effective until the Effective Date. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalization. Prior to the Effective Date of the Certificate of Amendment, the Company was authorized to issue 40,000,000 shares of common stock and the Reverse Split has no impact on such amount. As of August 28, 2026 (prior to the Effective Date), there were 11,084,616 shares of common stock outstanding. As a result of the Reverse Split, there will be approximately 923,718 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Split will not have any effect on the stated par value of the common stock. The Reverse Split will not change the number of authorized shares of preferred stock, or the par value of common stock or preferred stock.
Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Split.
All options, convertible securities, lock-up shares, restricted stocks (vested and unvested) and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of shares of common stock into which the options, convertible securities, unvested shares of restricted stock, restricted stock units and warrants are exercisable or convertible by twelve and multiplying the exercise or conversion price thereof by twelve, as a result of the Reverse Split. After the Reverse Split, the shares of the Company’s common stock will have the same proportional voting rights and rights to dividends and distributions.
| Item 8.01 | Other Events. |
On August 28, 2026, the Company issued a press release titled “ENvue Medical, Inc. Announces 1-for-12 Reverse Stock Split.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation to implement the Reverse Split. | |
| 99.1 | Press release dated August 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 31, 2026 | ENVUE MEDICAL, INC. | |
| By: | /s/ Doron Besser, M.D. | |
| Name: | Doron Besser, M.D. | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF ENvue Medical, Inc.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, ENvue Medical, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:
1. The name of the corporation is ENvue Medical, Inc. (the “Corporation”).
2. The date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was October 20, 2003.
3. The date of filing of the Amended and Restated Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was April 10, 2015.
4. The Amended and Restated Certificate of Incorporation was further amended by Certificates of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 20, 2019, August 17, 2021, February 7, 2023, March 12, 2025, December 8, 2025 and August 8, 2025.
5. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Amended and Restated Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.
6. Resolutions were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions of the Amended and Restated Certificate of Incorporation set forth below, providing that, effective as of 9:00 a.m., New York time, on September 1, 2026, each twelve (12) issued and outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, shall be converted into one (1) share of the Corporation’s Common Stock, par value $0.001 per share, as constituted following such date.
7. Paragraph E of the Amended and Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety as follows:
“E. Reverse Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each twelve (12) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”), the exact ratio within such range to be determined by the board of directors of the Corporation prior to the Effective Time and publicly announced by the Corporation (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”
8. The foregoing amendment was effected pursuant to a resolution of the Board of Directors of said corporation.
9. Thereafter, pursuant to a resolution by the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Section 242 of the DGCL. Accordingly, said proposed amendment has been adopted in accordance with Section 242 of the DGCL.
Dated: August 28, 2026
| ENvue Medical, Inc. | ||
| By: | /s/ Doron Besser, M.D. | |
| Name: | Doron Besser, M.D. | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ENvue Medical, Inc. Announces 1-for-12 Reverse Stock Split
TYLER, Texas, August 28, 2026 (GLOBE NEWSWIRE) — ENvue Medical, Inc. (NASDAQ: FEED) (“ENvue” or the “Company”), a commercial-stage medical technology company, today announced that a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-12 is expected to become effective on September 1, 2026. The Company’s Common Stock will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on September 1, 2026, under the Company’s existing trading symbol “FEED”, but will trade under a new CUSIP number, 63008J876.
After giving effect to the reverse stock split of the Company’s Common Stock, each twelve (12) shares of Common Stock will be combined into one (1) share of Common Stock, such that the Company’s 11,084,616 Common Stock outstanding will be reduced to approximately 923,718 shares of Common Stock outstanding (the “Reverse Stock Split”). The Reverse Stock Split has no impact on the Company’s authorized shares, which remains 40,000,000 shares of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split as any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share on a per stockholder basis.
The Reverse Stock Split was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on August 14, 2026.
The Reverse Stock Split will not impact any stockholder’s percentage ownership of the Company or voting power, except for minimal effects resulting from the treatment of fractional shares.
All options, convertible securities including preferred stock, restricted stock (vested and unvested), restricted stock units and warrants of the Company outstanding prior to the Reverse Stock Split will be appropriately adjusted.
The Reverse Stock Split will not change the number of authorized shares of preferred stock, or the par value of the Common Stock or preferred stock. After the Reverse Stock Split, the shares of the Company’s Common Stock will have the same proportional voting rights and rights to dividends and distributions. VStock Transfer, LLC, will act as the exchange agent for the Reverse Stock Split. Please contact VStock Transfer, LLC for further information at (212) 828-8436.
About ENvue Medical, Inc.
ENvue Medical, Inc. (NASDAQ: FEED) is a medical technology company specializing in the advancement of intelligent, non-invasive solutions for enteral care across clinical and home care settings. Headquartered in Tyler, Texas, with research and development in Tel-Aviv Israel, the Company focuses on two distinct technology platforms:
| ● | ENvue™ Navigation Platform, developed and operated by ENvue Medical Inc., with offices in Arlington Heights, Illinois, and Tel-Aviv, Israel, is a minimally invasive electromagnetic navigation system intended to assist clinicians in placing feeding tubes into the gastrointestinal tract. FDA 510(k) cleared for adult use, ENvue provides real-time bedside visualization of tube movement and supports informed decision-making during the placement procedure. Future platform expansion may include pediatric and vascular access applications. | |
| ● | Acoustic-based therapeutic technologies, including PainShield® and UroShield®, with research and development in Tel Aviv, Israel, and manufacturing operations in the United States, which utilize proprietary low-intensity surface acoustic wave (SAW) technology. These devices are intended for use in home or care settings and are designed to treat pain, reduce bacterial colonization, and disrupt biofilms. |
ENvue Medical is committed to advance standards in non-invasive therapy and minimally invasive navigation, with a focus on patient safety, clinical usability, and technology innovation across a range of healthcare environments.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. These forward-looking statements include, but are not limited to: statements regarding the implementation of the Reverse Stock Split. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: (i) market acceptance of the Company’s existing and new products; (ii) clinical performance and operational outcomes; (iii) delays or complications in product implementation; (iv) intense competition in the medical device industry; (v) product liability or performance issues; (vi) limitations in manufacturing or supply chain capabilities; (vii) reimbursement limitations; (viii) intellectual property protection; (ix) healthcare regulatory changes in the U.S. and abroad; and (x) the need for additional capital. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors and security holders are urged to read these documents free of charge at: www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise, except as required by law.
Investor Contact:
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