ENvue Medical（FEED）宣布1比12反向拆股，9月1日生效

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
August 28, 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)
(800)
747-2151
(Issuer’s
telephone number)
(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 to 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(s)
Name
of exchange on which registered
Common
Stock, par value $0.001 per share
FEED
The
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
5.03
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

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EX-3.1
2
ex3-1.htm
EX-3.1
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

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EX-99.1
3
ex99-1.htm
EX-99.1
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:
KCSA
Strategic Communications
Valter
Pinto, Managing Director
PH:
(212) 896-1254
envue@kcsa.com
Media
Contact:
KCSA
Strategic Communications
Michaela
Fawcett, Senior Account Director
PH:
(978) 995-4683
envue@kcsa.com