8-K
filed February 14, 2025, 6:59 PM ET
ticker FEED
CIK 0001326706
M&A
confidence high
sentiment neutral
materiality 0.90
ENvue Medical, Inc. (FEED): M&A transaction — NanoVibronix completes reverse merger with ENvue; ENvue holders to own 85% post-conversion
ENvue Medical, Inc.
- Closed merger with ENvue Medical on Feb 14, 2025; issued 1,734,995 common shares (19.9% pre-merger) and 57,720 Series X Preferred (convertible 1,000:1, subject to stockholder approval).
- Upon Series X conversion, ENvue holders would own 85% of common stock; existing NAOV holders would own 15%.
- Three directors resigned; Doron Besser (ENvue CEO) and Zeev Rotstein appointed to board; Rotstein named to audit committee.
- Issued $500K senior convertible debenture (8% interest, conversion price $0.4446 with floor $0.0889) to institutional investor.
- Stockholder meeting to be called to approve Series X conversion, new incentive plan (10% of fully-diluted equity), and charter amendment.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
ENvue Medical, Inc. incurred senior notes.
- Instrument
- senior notes
- Event
- incurrence
Exact text from the filing
On February 13, 2025, pursuant to the Purchase Agreement, the Company issued the Debenture to the Investor.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harold Jacob resigned as Director at ENvue Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Doron Besser was appointed as Director at ENvue Medical, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on February 14, 2025, immediately after the Second Effective Time, Doron Besser, M.D., and Zeev Rotstein, M.D. were appointed to the Board as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Ferguson resigned as Director at ENvue Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zeev Rotstein was appointed as Director at ENvue Medical, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on February 14, 2025, immediately after the Second Effective Time, Doron Besser, M.D., and Zeev Rotstein, M.D. were appointed to the Board as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maria Schroeder resigned as Director at ENvue Medical, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ENvue Medical, Inc. completed an acquisition involving ENvue Medical Holdings, Corp. for 1,734,995 shares of common stock and 57,720 shares of Series X Non-Voting Convertible Preferred Stock (closed 2025-02-14).
- Action
- acquisition
- Counterparty
- ENvue Medical Holdings, Corp.
- Consideration
- 1,734,995 shares of common stock and 57,720 shares of Series X Non-Voting Convertible Preferred Stock
- Closing
- 2025-02-14
Exact text from the filing
and restated to, among other things, to change the name of the Surviving Entity to “ENvue Medical Holdings LLC.” In connection with the Merger Agreement, the Company issued (i) 1,734,995 shares (the “ Merger Shares ”) of common stock, par value $0.001 per share (the “ Common Stock ”) to the holders of ENvue, which such number of shares represented no more than
View on SEC.gov
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