ENvue Medical Announces Board and Executive Changes

TL;DR

ENvue Medical shakes up board & exec pay. Big changes coming?

AI Summary

ENvue Medical, Inc. announced on December 17, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key executives. Specific details regarding the individuals involved and the exact nature of the compensation changes are outlined within the report.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategy, governance, or financial outlook, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts that may affect the company's future direction and stability.

Key Players & Entities

• ENvue Medical, Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-36445 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NAOV Nasdaq Capital Mark
• $360,000 — hall pay Dr. Besser an annual salary of $360,000, less any applicable payroll deductions
• $180,000 — o receive a gross annual bonus of up to $180,000, less applicable payroll deductions and
• $115 million — e she supported capital raises totaling $115 million and contributed to the execution of a $
• $700 million — n and contributed to the execution of a $700 million contract with New York's Metropolitan T
• $300,000 — Fernandez McGovern an annual salary of $300,000 as well as reimbursement of certain cus

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex10-1.htm (EX-10.1) — 243KB
• ex10-2.htm (EX-10.2) — 79KB
• ex10-1_001.jpg (GRAPHIC) — 283KB
• ex10-1_002.jpg (GRAPHIC) — 35KB
• ex10-1_003.jpg (GRAPHIC) — 20KB
• ex10-2_001.jpg (GRAPHIC) — 20KB
• 0001493152-25-029018.txt ( ) — 1082KB
• feed-20251217.xsd (EX-101.SCH) — 3KB
• feed-20251217_lab.xml (EX-101.LAB) — 33KB
• feed-20251217_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Amended and Restated Employment Agreement with Doron Besesr, M.D. On December 17, 2025 (the " Effective Date "), ENvue Medical Israel, Ltd., a wholly owned subsidiary of ENvue Medical, Inc. (the "Company "), entered into an amended and restated employment agreement (the " Besser Employment Agreement ") with Doron Besser, M.D., Chief Executive Officer of the Company, which such agreement amends and restates and that certain employment agreement, dated as of February 12, 2025. Pursuant to the terms of the Besser Employment Agreement, the Company shall pay Dr. Besser an annual salary of $360,000, less any applicable payroll deductions and tax withholdings and pursuant to the exchange rate as set forth in the Besser Employment Agreement (the " Base Salary "). Additionally, Dr. Besser shall be eligible to receive a gross annual bonus of up to $180,000, less applicable payroll deductions and tax withholdings, pursuant to the exchange rate as set forth in the Besser Employment Agreement, and subject to the extent to which Dr. Besser has met performance criteria for the applicable calendar year and as determined by the Company's Board of Directors. The Besser Employment Agreement shall be at-will and either the Company or Dr. Besser may terminate Dr. Besser's employment with the Company at any time upon six months' written notice to the other party, subject to the terms of the Besser Employment Agreement. In the event Dr. Besser's employment is terminated by the Company without Cause or Dr. Besser resigns for Good Reason, or if a Change in Control of the Company has occurred, and Dr. Besser has resigned for Good Reason, or is terminated for reasons other than for Cause (each as defined in the Besser Employment Agreement), within 90 days from the occurrence of such Change in Control of the Company and provided that Dr. Besser executes and delivers a separa

Financial Statements and

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated as of December 17, 2025, by and between the Company and Doron Besser, M.D. 10.2* Consulting Agreement, dated as of December 18, 2025, by and between the Company and RCM Financial Consulting, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act, because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NanoVibronix, Inc . Date: December 23, 2025 By: /s/ Doron Besser, M.D. Name: Doron Besser, M.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR