Business Context and Reporting Period
This Form 8-K Current Report was filed by Envue Medical, Inc. (Nasdaq: FEED) on February 2, 2026. The filing discloses material corporate governance changes, specifically amendments to executive employment agreements and the appointment of a new Board Chairman.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on contractual agreements regarding executive compensation and equity grants.
Material Changes and Agreements
Amendment to Employment Agreement with Doron Besser, M.D.
- Parties: Envue Medical Israel, Ltd. (subsidiary) and Doron Besser, M.D.
- Equity Grant: Confirms an initial grant of 180,000 restricted stock units (RSUs), representing 9% of the Company's fully diluted common stock.
- Timing Adjustment: The grant must be issued no later than 60 days after the effective date (December 17, 2025) or upon completion of Israeli Tax Authority approvals, whichever is later.
- Anti-Dilution: Changed from annual to quarterly "Gross-Up" issuances to maintain the 9% equity interest.
- Termination Provision: If terminated without Cause or resigns for Good Reason, Dr. Besser receives an immediate, prorated Gross-Up based on days employed in the applicable quarter.
Chairman Agreement with David Johnson
- Role: Appointment as Chairman of the Board of Directors.
- Compensation: Flat rate of $10,000 per month, plus discretionary amounts and expense reimbursement. Mr. Johnson is classified as an independent contractor.
- Term: Initial one-year term with automatic annual renewal unless terminated with 10 days' notice.
- Equity Grant: RSUs representing 3.5% of fully diluted common stock, subject to vesting.
- Anti-Dilution: "True-up" RSUs issued if financing or equity issuance within two years dilutes Mr. Johnson's ownership.
Guidance, Outlook, and Risks
The filing contains no financial guidance, forward-looking outlook, or discussion of general business risks. The primary contingencies noted are:
- Completion of regulatory approvals by Israeli Tax Authorities for Dr. Besser's equity grant.
- Board approval required for quarterly Gross-Up issuances to Dr. Besser.
Investor Verification Checklist
- Verify the exact number of shares outstanding as of the grant dates to confirm the 9% and 3.5% equity stakes translate to the expected share counts.
- Monitor the status of Israeli Tax Authority approvals required for Dr. Besser's RSU grant.
- Review the full text of Exhibit 10.1 and 10.2 for specific vesting schedules and definitions of "Cause" and "Good Reason."
- Assess the impact of the 9% and 3.5% equity grants on existing shareholder dilution.