ENvue Medical, Inc.
For the period ended Jul 24, 2026. Filed Jul 24, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 24, 2026 · Filed Jul 24, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
969 Pruitt Place
Tyler TX 75703
(800) 747-2151
July 24, 2026
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Meeting”) of ENvue Medical, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on August 14, 2026, at 10:00 a.m. Eastern Time atwww.virtualshareholdermeeting.com/FEED2026SM. To provide access to our stockholders regardless of geographic location, the Company has determined that the Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Annual Meeting online, vote, and submit questions during the Meeting by visitingwww.virtualshareholdermeeting.com/FEED2026SM and entering the 16-digit control number included on the proxy card or voting instruction form, as applicable. To receive access to the virtual Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement. Details regarding the Meeting and the business to be conducted at the Meeting are more fully described in the accompanying Notice of Special Stockholders Meeting and proxy statement. You are entitled to vote at our Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of July 20, 2026.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Meeting online, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Meeting. To vote your shares, you may use the enclosed proxy card, vote by telephone or over the Internet, or attend the meeting virtually and submit your vote electronically. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary, or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the meeting and vote online during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.
On behalf of the board of directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Meeting online.
Thank you for your support of our Company. I look forward to seeing you online at the Meeting via remote communication.
Sincerely,
/s/ Doron Besser
Doron Besser, M.D.
Chief Executive Officer and Director
969 Pruitt Place
Tyler TX 75703
(800) 747-2151
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on August 14, 2026
The Special Meeting of Stockholders (the “Meeting”) of ENvue Medical, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on August 14, 2026, at 10:00 a.m. Eastern Time, via a live webcast on the Internet. You will be able to virtually attend the Meeting online, vote and submit questions during the Meeting by visitingwww.virtualshareholdermeeting.com/FEED2026SM. Only stockholders of record of our common stock, as of the close of business on July 20, 2026 (the “Record Date”), will be entitled to vote at the Meeting and any adjournments, continuations or postponements thereof that may take place.
We will consider and act on the following items of business at the Meeting:
| (1) | Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”) but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”); |
| (2) | Approval of a proposal to adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”); and |
| (3) | Such other business as may arise and that may properly be conducted at the Meeting or any adjournment or postponement thereof. |
Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Meeting. After careful consideration, the “Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal.The Board recommends a vote “FOR” the Reverse Stock Split Proposal and the Adjournment Proposal.
The Board has fixed the close of business on July 20, 2026, as the record date (the “Record Date”) for the Meeting. Only stockholders of record of our common stock on the Record Date are entitled to receive notice of the Meeting and vote at the Meeting. A complete list of registered stockholders entitled to vote at the Meeting will be available for inspection at the principal executive offices of the Company (upon request to us by mail at ENvue Medical, Inc., 969 Pruitt Place, Tyler TX 75703, Attn: Doron Besser, M.D., or by calling 800-747-2151 and asking for Doron Besser, M.D.) during regular business hours for the 10 calendar days prior to the Meeting.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
Whether or not you plan to attend the Meeting online, we urge you to vote your shares as promptly as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please see the section entitled “About the Meeting” beginning on page 2 of the proxy statement.
If your shares are registered in your name, even if you plan to attend the Meeting (or any postponement or adjournment of the Meeting) online, we request that you complete, date, sign and mail the proxy card in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your shares will be represented at the Meeting.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting online.
By Order of the Board,
/s/ Doron Besser
Doron Besser, M.D.
Chief Executive Officer and Director
July 24, 2026
TABLE OF CONTENTS
| ABOUT THE SPECIAL MEETING | 2 |
|---|---|
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| PROPOSAL 1 - THE REVERSE STOCK SPLIT PROPOSAL | 9 |
| PROPOSAL 2 - THE ADJOURNMENT PROPOSAL | 18 |
| OTHER BUSINESS | 19 |
| SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 19 |
-i-
969 Pruitt Place
Tyler TX 75703
(800) 747-2151
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held on August 14, 2026
Unless the context otherwise requires, references in this proxy statement (this “Proxy Statement”) to “we,” “us,” “our,” “the Company,” or “ENvue Medical” refer to ENvue Medical, Inc., a Delaware corporation, and its consolidated subsidiary as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock.
The accompanying proxy is solicited by the board of directors of the Company (the “Board”) on behalf of ENvue Medical, Inc. to be voted at the special meeting of stockholders of the Company (the “Meeting”) to be held virtually via a live webcast on the Internet on August 14, 2026, at 10:00 a.m. Eastern Time, at the Internet address and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”). This Proxy Statement and accompanying form of proxy are dated July 24, 2026, and are expected to be first sent, given or made available to stockholders on or about July 27, 2026.
If you held shares of our common stock at the close of business on July 20, 2026 (the “Record Date”), you are invited to attend the Meeting virtually atwww.virtualshareholdermeeting.com/FEED2026SMand vote on the proposals described in this Proxy Statement.
We will pay the costs of soliciting proxies from stockholders. Our directors, officers and employees will solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or in person.
Our executive offices are located at, and our mailing address is 969 Pruitt Place, Tyler TX 75703.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON August 14, 2026:
-1-
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.