---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-006855"
form_type: "8-K"
ticker: "FEED"
cik: "0001326706"
company_name: "ENvue Medical, Inc."
filed_at: "2025-02-14T23:59:59+00:00"
generated_at: "2026-05-26T19:26:48.387001+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# NanoVibronix completes reverse merger with ENvue; ENvue holders to own 85% post-conversion

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-25-006855
- form_type: 8-K
- ticker: FEED
- cik: 0001326706
- company_name: ENvue Medical, Inc.
- filed_at: 2025-02-14T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-006855
- JSON: https://secwatch.observer/filing/0001493152-25-006855.json
- Plain text: https://secwatch.observer/filing/0001493152-25-006855.txt

## Key facts
- Debt Financings
  ENvue Medical, Inc. incurred senior notes.
  - Instrument: senior notes
  - Event: incurrence
  source text: On February 13, 2025, pursuant to the Purchase Agreement, the Company issued the Debenture to the Investor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- Executive change
  Harold Jacob resigned as Director at ENvue Medical, Inc..
  - Action: resigned
  - Role: Director
  source text: on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- Executive change
  Doron Besser was appointed as Director at ENvue Medical, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- Executive change
  Michael Ferguson resigned as Director at ENvue Medical, Inc..
  - Action: resigned
  - Role: Director
  source text: on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- Executive change
  Zeev Rotstein was appointed as Director at ENvue Medical, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- Executive change
  Maria Schroeder resigned as Director at ENvue Medical, Inc..
  - Action: resigned
  - Role: Director
  source text: on February 14, 2025, immediately after the Second Effective Time, Harold Jacob, Maria Schroeder and Michael Ferguson resigned from the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1326706/000149315225006855/0001493152-25-006855-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.