UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36445

ENvue Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware		01-0801232
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

969 Pruitt Ave Tyler, Texas		77569
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (914) 233-3004

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.001 per share		FEED		NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of May 18, 2026, was 6,091,840 shares.

ENVUE MEDICAL, INC.

Quarter Ended March 31, 2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Ended March 31, 2026 and 2025	2

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2026 and 2025	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Signatures		28

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ENVUE MEDICAL, INC.

Interim Condensed Consolidated Balance Sheets

(Amounts in thousands except share and per share data)

		March 31, 2026			December 31, 2025
		(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents		$	2,235		$	4,224
Restricted cash			30			30
Trade receivables			332			289
Prepaid expenses and other accounts receivable			1,334			391
Inventory			2,266			2,337
Total current assets			6,197			7,271

Non-current assets:
Property and equipment, net			127			119
Severance pay fund			125			125
Operating lease right-of-use assets			148			127
Long-term trade receivables			20			20
Intangible assets, net			4,172			4,380
Goodwill			29,082			29,082
Total non-current assets			33,674			33,853
Total assets		$	39,871		$	41,124

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current liabilities:
Trade payables		$	706		$	719
Arbitration liability			2,285			2,252
Other accounts payable and accrued expenses			2,699			2,345
Loan			1,080			1,080
Deferred revenue			-			175
Operating lease liabilities - current			95			89
Total current liabilities			6,865			6,660

Non-current liabilities:
Warrant liability			824			807
Accrued severance pay			132			132
Operating lease liabilities, non-current			35			28
Total liabilities		$	7,856		$	7,627

Commitments and contingencies			-			-

Stockholders’ equity [*]:

Series G Preferred stock of $0.001 par value - Authorized: 500,000 shares at March 31, 2026, and December 31, 2025; Issued and outstanding: $820 shares at March 31, 2026 and December 31, 2025	^[*]		-			-
Series X Preferred stock of $0.001 par value - Authorized: 62,220 shares at March 31, 2026, and December 31, 2025; Issued and outstanding: 50,527 and 53,100 shares at March 31, 2026 and December 31, 2025, respectively	^[*]		-			-
Series H Preferred stock of $0.001 par value - Authorized: 55,111 shares at March 31, 2026, and December 31, 2025; Issued and outstanding: 10,209 and 11,111 shares at March 31, 2026 and December 31, 2025, respectively	^[*]		-			-
Preferred stock value			-			-
Common stock of $0.001 par value - Authorized: 40,000,000 shares at March 31, 2026, and December 31, 2025; Issued and outstanding: 3,700,908 and 1,100,413 shares at March 31, 2026 and December 31, 2025, respectively	^[*]		4			1
Additional paid in capital	^[*]		144,227			124,057
Accumulated other comprehensive income	^[*]		(80	)		(80	)
Accumulated deficit	^[*]		(112,136	)		(90,481	)
Total stockholders’ equity	^[*]		32,015			33,497
Total liabilities and stockholders’ equity		$	39,871		$	41,124

[*]	Adjusted to reflect the reverse stock splits, see Note 7.

The accompanying notes are an integral part of these interim condensed consolidated financial statements

ENVUE MEDICAL, INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(Amounts in thousands except share and per share data)


	For the Three Months Ended March 31,
	2026			2025

Revenues	$	653		$	1,025
Cost of revenues		708			656
Gross profit (loss)		(55	)		369

Operating expenses:
Research and development		468			530
Selling and marketing		772			349
General and administrative		2,416			1,342

Total operating expenses		3,656			2,221

Loss from operations		(3,711	)		(1,852	)

Interest expense		(36	)		(53	)
Financial income (expense), net		(42	)		48

Loss before taxes on income		(3,789	)		(1,857	)

Income tax expense		(33	)		(15	)

Net loss	$	(3,822	)	$	(1,872	)

Preferred Stock dividends
Dividend on Series X Preferred Stock		(623	)		-
Dividend on Series H Preferred Stock		(236	)		-
Deemed dividend for down round on Series H Preferred Stock		(16,974	)		-
Deemed contribution on extinguishment of Series X Preferred Stock		131			-
Deemed dividend on modification of Series H Preferred Stock		(1,097	)		-

Net loss available to common stockholders		(22,621	)		(1,872	)

Basic and diluted net loss available for holders of common stock [*]	$	(6.88	)	$	(29.90	)

Weighted average common shares outstanding:
Basic and diluted [*]		3,289,049			62,615

Comprehensive loss:
Net loss	$	(3,822	)	$	(1,872	)
Change in foreign currency translation adjustments		-			(1	)
Total Comprehensive loss	$	(3,822	)	$	(1,873	)

[*]	Adjusted to reflect the reverse stock splits, see Note 7.

The accompanying notes are an integral part of these interim condensed consolidated financial statements

ENVUE MEDICAL, INC.

Interim Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)

(Amounts in thousands except share and per share data)


	Series G Preferred Stock				Series X Preferred Stock				Series H Preferred Stock				Common Stock				Additional Paid-in-		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Income			Deficit			Equity
Balance, December 31, 2024		-	$	-		-	$	-		-	$	-		37,894	$	1	$	70,507	$	(80	)	$	(69,801	)	$	627
ENvue Merger		-		-		-		-		-		-		3,318		-		36,921		-			-			36,921
Exercise of pre-funded warrants		-		-		-		-		-		-		21,423		-		-		-			-			-
Warrant exchange agreement		-		-		-		-		-		-		4,150		-		-		-			-			-
Rounding-up of fractional shares due to reverse stock split		-		-		-		-		-		-		6,617		-		-		-			-			-
Currency translation adjustment		-		-		-		-		-		-		-		-				(1	)		-			(1	)
Net loss		-		-		-		-		-		-		-		-		-		-			(1,872	)		(1,872	)
Balance, March 31, 2025		-	$	-		-	$	-		-	$	-		73,402	$	1	$	107,428	$	(81	)	$	(71,673	)	$	35,675

ENVUE MEDICAL, INC.

Interim Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)

(Amounts in thousands except share and per share data)

	Series G Preferred Stock				Series X Preferred Stock					Series H Preferred Stock					Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount		Shares			Amount		Shares		Amount		Capital			Income			Deficit			Equity
Balance, December 31, 2025		820	$	-		53,100		$	-		11,111		$	-		1,100,413	$	1	$	124,057		$	(80	)	$	(90,481	)	$	33,497
Issuance of Series H Preferred Stock		-		-		-			-		3,900			-		-		-		3,900			-			-			3,900
Conversion of Series H Preferred Stock and accrued dividends into Common Stock		-		-		-			-		(4,802	)		-		2,600,495		3		(3	)		-			-			-
Repurchase of Series X Preferred Stock		-		-		(2,573	)		-		-			-		-		-		(1,560	)		-			-			(1,560	)
Dividend on Convertible Preferred Series X		-		-		-			-		-			-		-		-		623			-			(623	)		-
Dividend on Convertible Preferred Series H		-		-		-			-		-					-		-		236			-			(236	)		-
Deemed dividend for down round feature on Series H Preferred Stock		-		-		-			-		-			-		-		-		16,974			-			(16,974	)		-
Net loss		-		-		-			-		-			-		-		-		-			-			(3,822	)		(3,822	)
Balance, March 31, 2026		820	$	-		50,527		$	-		10,209		$	-		3,700,908	$	4	$	144,227		$	(80	)	$	(112,136	)	$	32,015

The accompanying notes are an integral part of these interim condensed consolidated financial statements

ENVUE MEDICAL, INC.

Interim Condensed Consolidated Statements of Cash Flows (Unaudited)

(Amounts in thousands except share and per share data)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(3,822