Form 8-K

8-K — ENvue Medical, Inc.

Accession: 0001493152-26-047063

Filed: 2026-10-14

Period: 2026-10-08

CIK: 0001326706

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001326706

2026-10-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of Earliest Event Reported): October 8, 2026

ENvue

Medical, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36445

01-0801232

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

762 W. Algonquin Road, Arlington Heights, Illinois 60005

(Address

of Principal Executive Offices)

(800)

747-2151

(Issuer’s

telephone number)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of exchange on which registered

Common

Stock, par value $0.001 per share

FEED

OTC

Markets

Indicate

by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

1.01 Entry into a Material Definitive Agreement

Secured

Promissory Note and Security Agreement

October 8, 2026, ENvue Medical, Inc. (the “Company”) entered into a Secured Promissory Note and Security Agreement (the “Note

and Security Agreement”) with Alpha Capital Anstalt (the “Lender”), pursuant to which the Lender agreed to provide

the Company with financing in an aggregate principal amount of up to $1,000,000, to be funded in tranches agreed to between the Company

and the Lender. On October 8, 2026, the Lender funded an initial tranche in the principal amount of $250,000.

Amounts

outstanding under the Note and Security Agreement accrue interest at a rate of 10% per annum. Following the occurrence and during the

continuance of an Event of Default, the interest rate increases to the lesser of 18% per annum or the highest rate permitted by applicable

law. The outstanding principal amount, together with accrued interest, is due on December 31, 2026, provided that the Lender has the

right to extend the maturity date in three-month increments through December 31, 2028.

The

Company’s obligations under the Note and Security Agreement are secured by a continuing security interest in substantially all

of the assets of the Company, including its accounts, inventory, certain deposits, intellectual property and equity ownership of its

subsidiaries, together with certain related proceeds and rights. The Note and Security Agreement authorizes the Lender to file financing

statements and make other governmental filings to perfect and record its security interest in the collateral.

The

foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Note and Security Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and

is incorporated herein by reference.

Series

X Amendment Agreement

October 8, 2026, the Company entered into an Amendment Agreement (the “Amendment Agreement”) with holders of at least 70%

of the outstanding shares of the Company’s Series X Non-Voting Convertible Preferred Stock (the “Series X Preferred Stock”),

amending certain terms of the Series X Preferred Stock as originally set forth in the Certificate of Designations of Preferences, Rights

and Limitations of the Series X Preferred Stock (the “Certificate of Designations”). Pursuant to the Amendment Agreement,

the parties agreed to amend the terms of the Series X Preferred Stock as set forth in the form of amendment to the Certificate of Designations

attached to the Amendment Agreement (the “Certificate of Amendment”).

The

Certificate of Amendment amends the Certificate of Designations to, among other things, lower the conversion price of the Series X Preferred

Stock at $0.50 per share, subject to adjustment as provided therein, and amend the provisions governing subsequent equity sales, including

the adjustment of the conversion price upon certain dilutive issuances.

The

foregoing descriptions of the Amendment Agreement and Certificate of Amendment do not purport to be complete and are qualified in their

entirety by reference to the full text of the Amendment Agreement and the Certificate of Amendment, copies of which are filed as Exhibit

10.2 and Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note and Security Agreement is incorporated herein

by reference.

Item

5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

October 12, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.

The

foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of

Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

3.1

Certificate of Amendment to the Company’s Certificate of Designations of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock of ENvue Medical, Inc.

10.1

Secured Promissory Note and Security Agreement, dated October 8, 2026, by and between ENvue Medical, Inc. and Alpha Capital Anstalt.

10.2

Amendment Agreement, dated October 8, 2026, by and between ENvue Medical, Inc. and the holders party thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

October 14, 2026

ENVUE

MEDICAL, INC.

By:

/s/

Doron Besser, M.D.

Name:

Doron

Besser, M.D.

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Certificate

of Amendment of

Certificate

of Designations of

PREFERENCES,

RIGHTS AND LIMITATIONS OF

Series

X NON-VOTING Convertible Preferred Stock of

ENVUE

MEDICAL, INC.

Pursuant

to Section 242 of the

Delaware

General Corporation Law

This

Certificate of Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series X Non-Voting Convertible

Preferred Stock (the “Amendment”) is dated as of October 8, 2026.

WHEREAS,

the board of directors (the “Board”) of ENvue Medical, Inc., a Delaware corporation (the “Company”),

pursuant to the authority granted to it by the Company’s Certificate of Incorporation (the “Certificate of Incorporation”)

and Section 151(g) of the Delaware General Corporation Law (the “DGCL”), has previously fixed the rights, preferences,

restrictions and other matters relating to a series of the Company’s preferred stock, consisting of 57,720 authorized shares of

preferred stock, classified as Series X Non-Voting Convertible Preferred Stock (the “Preferred Stock”) and

the Certificate of Designations of Preferences, Rights and Limitations of the Preferred Stock (the “Certificate of Designations”)

was initially filed with the Secretary of State of the State of Delaware on February 14, 2025, evidencing such terms;

WHEREAS,

(i) pursuant to Section 4.1 of the Certificate of Designations, the Certificate of Designations or any provision thereof may not be amended

without the affirmative vote or written approval, agreement or waiver of the holders of seventy percent (70%) of the then outstanding

shares of the Preferred Stock (the “Required Holders”), and (ii) pursuant to Section 4.2 of the Certificate

of Designations, any vote or written approval, agreement or waiver required or permitted under Section 4.1 may be taken at a meeting

of the holders of the Preferred Stock or through a written consent executed by the Required Holders;

WHEREAS,

the Required Holders pursuant to the Certificate of Designations have consented, in accordance with the DGCL, on October 8, 2026, to

this Amendment on the terms set forth herein; and

WHEREAS,

the Board has duly adopted resolutions proposing to adopt this Amendment and declaring this Amendment to be advisable and in the best

interest of the Company and its stockholders.

NOW,

THEREFORE, this Amendment has been duly adopted in accordance with Section 151 of the DGCL and has been executed by a duly authorized

officer of the Company as of the date first set forth above to amend the terms of the Certificate of Designations as follows:

Section 2 of the Certificate of Designations is hereby amended and restated to read as follows (emphasis added):

“6.3

Conversion Price and Conversion Ratio. The conversion price for the Preferred Stock shall equal $0.50 (the “Conversion

Price”), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, stock issuances

and other similar transactions of the Common Stock that occur after the Original Issue Date as set forth in 7 hereof. The “Conversion

Ratio” for each share of Preferred Stock shall be the Stated Value divided the Conversion Price issuable upon the conversion

(the “Conversion”) of each share of Preferred Stock, subject to adjustment as provided herein.”

Section 7.6 of the Certificate of Designations is hereby amended and restated to read as follows (emphasis added):

“7.6

Subsequent Equity Sales. If the Corporation or any Subsidiary thereof, as applicable, at any time while the shares of Preferred Stock

are outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice,

or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock

or Common Stock Equivalents, at an effective price per share less than the Conversion Price then in effect (such lower price, the “Base

Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder

of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset

provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are

issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than

the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive

Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance

the Conversion Price shall be reduced and only reduced to equal the Base Share Price. If the Corporation enters into a Variable Rate

Transaction, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion

price or exercise price at which such securities may be issued, converted or exercised on the date the Corporation enters into such Variable

Rate Transaction, to the extent calculable, and at each date the Corporation issues securities pursuant to such Variable Rate Transaction.

For the avoidance of doubt and notwithstanding the foregoing, in the event the Conversion Price has been adjusted pursuant to this Section

7.6 and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound, or is canceled after the

fact for any reason whatsoever, the Conversion Price shall remain at the reduced price.

[Signature

Page Follows]

WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer this 8th day of October,

2026.

ENvue

Medical, Inc.

/s/

Doron Besser

By: Doron

Besser, M.D.

Its: Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SECURED

PROMISSORY NOTE AND SECURITY AGREEMENT

Principal

Amount: Up to $1,000,000.00

Original

Issue Date: October 8, 2026

FOR

VALUE RECEIVED, ENvue Medical, Inc., a Delaware corporation (“Maker”), promises to pay to the order of Alpha

Capital Anstalt (“Lender”), the principal amount of up to One Million Dollars and No Cents ($1,000,000.00),

with the advance fee and interest thereon as set forth herein, in accordance with the terms and conditions hereof (this “Note

and Security Agreement”).

Principal Advances. This Note and Security Agreement will be funded in tranches (each a “Tranche” and collectively

the “Tranches”) agreed to between the Maker and Lender. Lender may not unilaterally demand a tranche. The Maker and

Lender will maintain a joint record of all Tranches. The Tranches funded to date as set forth on Schedule A. The Parties will execute

a drawdown notice in the form annexed hereto on Schedule B and amend Schedule A as additional Tranches are funded.

Interest. Prior to an Event of Default (as defined below) interest shall accrue at the annual rate of ten percent (10%) per annum.

From and after the occurrence and during the continuance of any Event of Default, the Interest shall be increased to the lower of (i)

18% per annum or (ii) the highest amount permitted by applicable law (such interest upon an Event of Default shall be referred to as

“Interest” or “Default Interest”).

Repayment. The principal amount hereof, together with all interest shall be due on December 31, 2026 (the “Maturity Date”);

provided, however, that the Lender shall have the right to unilaterally extend the Maturity Date in three months increments until December

31, 2028. All payments on this Note and Security Agreement shall be made by check or wire transfer of immediately available funds to

such accounts as Lender may from time to time designated by written notice in accordance with the provisions of this Note and Security

Agreement. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day (as defined below), such payment

shall be due on the next succeeding Business Day.

Application of Payments. All payments received by Lender from Maker hereunder shall be applied in the following priority: first,

to the payment of expenses owed to Lender pursuant to Section 17 of this Note and Security Agreement; second, to the payment of the interest

owed hereunder, and third, to the payment of the principal amount due hereunder.

Security Interest and Collateral.

To secure payment of all Obligations due Lender and performance of all of Maker’s Obligations, Maker does hereby pledge, collaterally

assign and transfer and deliver to Lender, and Maker does hereby grant to Lender, a continuing and unconditional security interest in

and to any and all of the following (collectively, the “Collateral”):

(i)

All Accounts;

(ii)

All Inventory;

(iii)

All prepaid deposits made by Maker with the manufacturers of its products, and all Inventory produced by such manufacturers;

(iv)

All substitutes or replacements for any of the foregoing;

(v)

All cash or non-cash proceeds products, income, benefits, rents, receivables, and profits for or on account of any of the foregoing (including,

without limitation, all insurance policies and proceeds of insurance payable by reason of loss or damage); and

(vi)

All books, data and records pertaining to any Collateral, whether in the form of a writing, photograph, microfilm or electronic media,

including but not limited to any computer-readable memory and any computer software necessary to process such memory (“Books

and Records”).

(vii)

all of the Maker’s right, title, and interest in and to the patents or applications for patents, fees or royalties with respect

to each, and including without limitation the right to sue for past infringement and damages therefor, and licenses thereunder, all as

presently existing or hereinafter acquired, including without limitation the patents and patent applications set forth in Schedule

C hereto, and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexaminations thereof

and amendments thereto (the “Patents”);

(viii)

all of the Maker’s right, title, and interest in and to: (i) trademarks, service marks, collective membership marks, registrations,

and applications for registration for each, and the respective goodwill associated with each; (ii) licenses, fees or royalties with respect

to each; (iii) the right to sue for past, present and future infringement, dilution and damages therefor; and (iv) licenses thereunder,

all as presently existing or hereafter arising or acquired, including without limitation the Maker’s trademark registrations and

applications set forth in Schedule D, together with the goodwill connected with the use thereof and symbolized thereby,

and all extensions and renewals thereof (the “Trademarks”), excluding only United States intent-to-use trademark applications

to the extent that, and solely during the period in which, the grant, attachment, or enforcement of a security interest therein would,

under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing

from such applications;

(ix)

all of the Maker’s right, title, and interest in and to copyright registrations, applications and exclusive copyright licenses

set forth in Schedule E, and all extensions and renewals thereof (the “Copyrights”);

(x)

the equity ownership of all Maker’s subsidiaries including the entries identified on Schedule F;

(xi)

all rights of any kind whatsoever of Maker accruing under any of the foregoing provided by applicable law of any jurisdiction, by international

treaties and conventions, and otherwise throughout the world;

(xii)

any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the

foregoing; and

(xiii)

any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof,

including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and

future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right, but no obligation, to sue for

such legal and equitable relief and to collect, or otherwise recover, any such damages.

Maker agrees with regard to the Collateral: (i) that Lender is authorized to file financing statements and filing with any other governmental

authority (e.g. USPTO) to perfect and record Lender’s security interest in the Collateral; (ii) that Lender is authorized to notify

any buyers of the Collateral of Lender’s interest in the Collateral; (iii) not to sell, hypothecate or dispose of, nor permit the

transfer by operation of law of, any Collateral or any interest in the Collateral other than in the ordinary course of business; (iv)

to permit Lender to inspect the Collateral at any time during regular business hours and upon reasonable prior notice; (v) to receive

and use reasonable diligence to collect the Collateral consisting of Accounts and other rights to payment and proceeds and to furnish

Lender upon request a collection report in form satisfactory to Lender; (vi) to give only normal allowances and credits and to advise

Lender thereof immediately in writing if they affect any rights to payment or proceeds in any material respect; (vii) from time to time,

when requested by Lender, to prepare and deliver a schedule of all the Collateral subject to this Agreement; and (viii) to provide any

service and do any other acts which may be necessary to maintain, preserve and protect all the Collateral and, as appropriate and applicable,

to keep all the Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices

adhered to generally by users and manufacturers of like property, and to keep all the Collateral free and clear of all defenses, rights

of offset and counterclaims.

Maker appoints Lender its attorney in fact to perform any of the following rights, which are coupled with an interest, are irrevocable

until payment in full of the Obligations and may be exercised from time to time by Lender after the occurrence and during the continuance

of an Event of Default: (i) to perform any obligation of Maker hereunder in Maker’s name or otherwise; (ii) to release persons

liable on the Collateral and to give receipts and acquittances and compromise disputes; (iii) to prepare, execute, file, record or deliver

notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements

of assignment, applications for registration or like documents to perfect, preserve or release Lender’s interest in the Collateral;

(iv) to take cash, instruments for the payment of money and other property to which Lender is entitled; (v) to verify facts concerning

the Collateral by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (vi) to endorse, collect, deliver

and receive payment under instruments for the payment of money constituting or relating to the Collateral; (vii) to prepare, adjust,

execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment

of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Lender toward repayment of

the Obligations or, where appropriate, replacement of the Collateral; and (viii) to do all acts and things and execute all documents

in the name of Maker or otherwise, deemed by Lender as necessary, proper and convenient in connection with the preservation, perfection

or enforcement of its rights hereunder with respect to the Collateral.

Security Interest Absolute. Maker hereby waives demand, notice, protest, notice of acceptance of this Note and Security Agreement

and the security interests granted herein, notice of loans made, credit extended, Collateral received or delivered or other action taken

in reliance hereon, and all other demands and notices of any description. All rights of the Lender and liens and security interests hereunder,

and all of the obligations of the Maker in this Note and Security Agreement and hereunder, shall be absolute and unconditional irrespective

of:

(i)

any illegality or lack of validity or enforceability of any Obligation or any related agreement or instrument;

(ii)

any change in the time, place or manner of payment of, or in any other term of, the Maker’s obligations under this Note and Security

Agreement, or any rescission, waiver, amendment or other modification of this Note and Security Agreement;

(iii)

any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release,

impairment, amendment, waiver or other modification of any guaranty, for all or any of the Maker’s obligations under this Note

and Security Agreement;

(iv)

any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of

the obligations under this Note and Security Agreement;

(v)

any default, failure or delay, willful or otherwise, in the performance of the obligations under this Note and Security Agreement;

(vi)

any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted

by, the Maker against the Secured Party; or

(vii)

any other circumstance (including, without limitation, any statute of limitations) or manner of administering this Note and Security

Agreement or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Maker or otherwise

operate as a defense available to, or a legal or equitable discharge of, the Maker.

Representations and Warranties.

Maker hereby represents and warrants to Lender as of the date hereof as follows:

(i)

Maker is the sole owner of the Collateral and has good and marketable title to the Collateral, free and clear of all liens, mortgages,

pledges, security interests, claims, encumbrances, charges, or restrictions of any kind;

(ii)

Maker is a corporation duly formed, validly existing and in good standing under the laws of the state of Delaware and subsidiary is an

entity duly formed, validly existing and in good standing under the laws of the state of its formation;

(iii)

Maker has the power and authority, and the legal right, to execute and deliver this Note and Security Agreement and to perform its obligations

hereunder and thereunder;

(iv)

the execution and delivery of this Note and Security Agreement by Maker and the performance of its obligations hereunder and thereunder

have been duly authorized by all necessary action in accordance with all applicable laws;

(v)

Maker has duly executed and delivered this Note and Security Agreement; and

(vi)

this Note and Security Agreement is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its

terms.

Lender hereby represents and warrants to Maker as of the date hereof as follows:

(i)

Lender duly formed, validly existing and in good standing under the laws of the state of its formation;

(ii)

Lender has the power and authority, and the legal right, to execute and deliver this Note and Security Agreement and to perform its obligations

hereunder and thereunder;

(iii)

Lender is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as

amended (the “Securities Act”); and

(iv)

Lender acknowledges that it can bear the economic and financial risk of its investment in this Note and Security Agreement and any shares

of Common Stock that may be issued upon conversion hereof for an indefinite period and has such knowledge and experience in financial

and business matters that it is capable of evaluating the merits and risks of such investment.

Covenants. Until all amounts outstanding under this Note and Security Agreement have been paid in full, Maker shall:

(i) preserve, renew and maintain in full force and effect its corporate or organizational existence, and (ii) take all reasonable action

to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business;

comply in all material respects with (i) all the terms and provisions of its organizational documents, (ii) its obligations under its

contracts and agreements; and (iii) all laws of applicable to it and its business;

as soon as possible, and in any event within two (2) Business Days after it becomes aware that an Event of Default has occurred, notify

Lender in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect

to such Event of Default;

upon the request of Lender, promptly execute and deliver such further instruments and do or cause to be done such further acts as may

be reasonably necessary or advisable to carry out the intent and purposes of this Note and Security Agreement; and

not materially alter the nature or focus of its business.

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” by Maker

under this Note and Security Agreement:

any representation or warranty made or deemed made by Maker to Lender herein is incorrect in any material respect on the date as of which

such representation or warranty was made or deemed made;

Maker fails to timely make any payment due hereunder and such failure continues for five (5) business days;

Maker fails to observe or perform any other covenant, obligation, condition or agreement contained in this Note and Security Agreement

and such failure continues for five (5) business days;

Maker asserts that the security interest provided herein is invalid or unenforceable, in whole or in part, or Lender shall cease to have

a perfected security interest in any of the Collateral unless that cessation is caused by any action taken by the Lender;

Maker or any subsidiary of Maker shall make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply

to any tribunal for the appointment of a custodian, receiver or trustee for itself or a substantial portion of its assets;

any involuntary petition is filed against Maker or any subsidiary of Maker under any bankruptcy law, rule, regulation, statute or ordinance

that is not dismissed within sixty (60) days;

Maker shall commence any proceeding under any bankruptcy, insolvency, dissolution, termination or liquidation law or statute of any jurisdiction;

Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; or

one or more material judgments or decrees shall be entered against Maker and all such judgments or decrees shall not have been vacated,

discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof.

From

and after the occurrence of an Event of Default, (i) the unpaid principal balance of this Note and Security Agreement shall be immediately

due and payable, and (ii) Lender shall be entitled to exercise its rights as a secured creditor with respect to the Collateral under

applicable law or in equity. Maker shall pay all reasonable costs and expenses of Lender incurred in the collection of any amounts due

hereunder, including reasonable attorneys’ fees and court costs, whether or not litigation is commenced. The rights and remedies

of Lender under this Section shall be cumulative and shall be in addition to any other rights and remedies that Lender may have under

any other agreement, or at law or in equity.

Event of Default shall be waived by Lender except in writing. No failure or delay on the part of Lender in exercising any right, power

or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single

or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right,

power or remedy hereunder. There shall be no obligation on the part of Lender to exercise any remedy available to Lender in any order.

The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. Maker agrees that in

the event it fails to perform, observe or discharge any of its Obligations or liabilities hereunder, or under any other agreements with

Lender, no remedy of law will provide adequate relief to Lender, and further agrees that Lender shall be entitled to seek temporary and

permanent injunctive relief in any such case without the necessity of proving actual damages.

Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note

and Security Agreement, all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Note and

Security Agreement, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real

or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or

providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real or

personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may

be sold upon any such writ in whole or in part in any order desired by Lender. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING

ANY FINANCIAL ACCOMMODATION TO MAKER.

10.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement

of the payment of this Note and Security Agreement, and agrees that its liability shall be unconditional, without regard to the liability

of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted

or consented to by Lender, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by

Lender with respect to the payment or other provisions of this Note and Security Agreement, and agrees that additional makers, endorsers,

guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

11.

Notices. All notices, statements, documents or other communications required or contemplated to be delivered hereunder shall be in

writing and: (i) delivered personally or sent by first class registered or certified mail or overnight courier service to the applicable

address(es) provided below; (ii) sent by facsimile to the applicable number(s) provided below, with confirmation of delivery received

by sender; or (iii) sent by electronic mail, to the applicable electronic mail address(es) provided below, so long as no indication of

delivery failure is received by sender. All such communications so transmitted shall be deemed to have been given: (x) on the day of

delivery, if delivered personally; (y) on the third Business Day following sending, if sent by first class registered or certified mail;

or (z) on the Business Day following sending, if sent by overnight courier service, or by facsimile with confirmation of delivery received,

or by electronic mail with no indication of delivery failure received. The parties’ contact information is as follows:

to Lender, to:

Alpha

Capital Anstalt

Altenbach

9490

Furstentums

Vaduz,

Lichtenstein

Email:

info@alphacapital.li

With

a copy, by email only, to:

Grushko

& Mittman, P.C.

1800

Rockaway Ave. Ste. 206

Hewlett

NY 11557

Attn:

Eliezer Drew, Esq.

Email:

eli@grushkomittman.com

to Maker, to:

EnVue

Medical, Inc.

969

Pruitt Ave.

Tyler,

Texas 77569

Attn:

Doron Besser, M.D., CEO

Email:

doronb@envuemed.com

With

a copy, by email only, to:

Sullivan

& Worcester LLP

1251

Avenue of the Americas, 19th Floor

New

York, NY 10020

Attn:

Oded Har-Even

Email:

ohareven@sullivanlaw.com

12.

Governing Law and Jurisdiction. This Note and Security Agreement is governed by and construed in accordance with the internal laws

of the State of Delaware, without regard to conflicts of law principles. Maker hereby irrevocably and unconditionally (i) agrees that

any legal action, suit or proceeding arising out of or relating to this Note and Security Agreement may be brought by Lender in a state

or federal court located in the State of Delaware, and (ii) submits to the exclusive jurisdiction of any such court in any such action,

suit or proceeding. Final judgment against Maker in any action, suit or proceeding shall be conclusive and may be enforced in any other

jurisdiction by suit on the judgment. Nothing in this paragraph shall affect the right of Lender to (i) commence legal proceedings or

otherwise sue Maker in any other court having jurisdiction over Maker, or (ii) serve process upon Maker in any manner authorized by the

laws of any such jurisdiction. Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection

that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note and Security

Agreement in any court referred to in this paragraph and the defense of an inconvenient forum to the maintenance of such action or proceeding

in any such court. MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE AND SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

13.

Severability; Usury Laws. If any provision of this Note and Security Agreement or the application of any such provision to any person

or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity,

illegality or unenforceability shall not affect any other provision hereof. Any invalid, illegal or unenforceable term will be deemed

to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions of applicable law

and such term, as so modified, and the balance of this Note and Security Agreement will then be fully enforceable. The parties will substitute

for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal

and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. This Note and Security Agreement is subject

to the express condition that at no time shall Maker be obligated or required to pay interest on the principal balance at a rate which

could subject Maker or Lender to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is

permitted by law to contract or agree to pay. If by the terms of this Note and Security Agreement, Maker is at any time required or obligated

to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note and Security

Agreement shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum

rate.

14.

Loss, Theft, Destruction or Mutilation of Note and Security Agreement. Upon receipt of notice to Maker of the loss, theft, destruction

or mutilation of this Note and Security Agreement, and, in the case of any such loss, theft or destruction, upon receipt of an affidavit

of loss from Lender to Maker, Maker shall issue a new Note and Security Agreement to Lender with identical terms as this Note and Security

Agreement in replacement of this Note and Security Agreement.

15.

Extension of Time. No extension of time for payment of any amounts due under this Note and Security Agreement nor any waiver of any

provision of this Note and Security Agreement shall release, modify or otherwise affect Maker’s liability for the payments due

under this Note and Security Agreement.

16.

Further Assurances. Promptly upon the request of Lender, Maker shall do, execute, acknowledge, deliver, record, file and register

any and all such further acts, deeds, mortgages, assignments, financing statements and continuations thereof, certificates, assurances

and other instruments as Lender, may reasonably require from time to time in order to (A) carry out more effectively the purposes of

this Note and Security Agreement, (B) create, perfect and maintain the validity, effectiveness and priority of the security interest

in the Collateral, and (C) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto Lender, the rights

granted or now or hereafter intended to be granted to Lender under this Note and Security Agreement or under any other instruments executed

in connection with this Note and Security Agreement.

17.

Reasonable Expenses. Maker shall reimburse Lender $10,000 for its fees incurred by Lender in connection with the transactions contemplated

hereby including the negotiation, documentation and execution of this Note and Security Agreement and the enforcement of Lender’s

rights hereunder. Additionally, Maker shall reimburse Lender for its out-of-pocket expenses in filing all financing statement and other

recording fees (e.g. with the USPTO) incurred pursuant to Section 5(b) above.

18.

Entire Agreement. This Note and Security Agreement constitutes the entire agreement of the parties with respect to the matters set

forth herein. All prior agreements, understanding and arrangements among the parties with respect to the subject matter hereof are hereby

superseded by this Note and Security Agreement and of no further force or effect.

19.

No Strict Construction. This Note and Security Agreement has been reviewed by the parties and is being entered into among competent

persons, who are experienced in business. In the event an ambiguity or question of intent or interpretation arises, this Note and Security

Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring

any party by virtue of the authorship of any of the provisions of this Note and Security Agreement.

20.

Assignment. This Note and Security Agreement and the rights and obligations hereunder may not be assigned or delegated, in whole

or in part, by Maker except with the prior written consent of Lender. Lender shall have the absolute right to assign this Note and the

security interest granted hereunder, in whole or in part, to any third party. Subject to the foregoing, this Note and Security Agreement

shall inure to the benefit of and be binding upon the heirs, successors and permitted assigns of Maker and Lender. This Note and Security

Agreement is for the sole benefit of the parties and their heirs, successors and permitted assigns.

21.

No Third-Party Beneficiaries. Except as provided in Section 22, this Note and Security Agreement is for the sole benefit of the parties

hereto and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit

or remedy of any nature whatsoever under or by reason of this Note and Security Agreement.

22.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of

Maker and Lender.

23.

Counterparts; Facsimile Signatures. This Note and Security Agreement may be executed in multiple counterparts, including by facsimile,

pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one

and the same instrument.

24.

Indemnification. Maker agrees to defend (with counsel satisfactory to Lender), protect, indemnify, exonerate and hold harmless each

Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,

costs, expenses and distributions of any kind or nature (including the disbursements and the reasonable fees of counsel for each Indemnified

Party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential

and whether based on any federal, state or local laws or regulations, including securities laws, Environmental Laws, commercial laws

and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note

and Security Agreement, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this

Note and Security Agreement; provided, however, that Maker shall not have any obligations hereunder to any Indemnified Party with respect

to matters determined by a court of competent jurisdiction by final and non-appealable judgment to have been caused by or resulting from

the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the

preceding sentence may be unenforceable because it violates any law or public policy, Maker shall satisfy such undertaking to the maximum

extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall

be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the

date incurred by each Indemnified Party until paid by Maker, shall be added to the Obligations of Maker and be secured by the Collateral.

The provisions of this Section shall survive the satisfaction and payment of the other Obligations and the termination of this Agreement.

25.

Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations or the transfer to Lender of any property

should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights,

including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments

of money or transfers of property (collectively, a “Voidable Transfer”), and if Lender is required to repay or restore,

in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable

Transfer, or the amount thereof that Lender is required or elects to repay or restore, and as to all reasonable costs, expenses, and

attorneys’ fees of Lender, the Obligations shall automatically shall be revived, reinstated, and restored and shall exist as though

such Voidable Transfer had never been made.

26.

Certain Other Definitions. All other capitalized words and phrases used herein and not otherwise specifically defined shall have

the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein.

In addition, for purposes of this Note and Security Agreement, the following capitalized words and phrases shall have the meanings set

forth below:

“

Account(s)” means all of Maker’s now existing or hereafter arising or acquired accounts, accounts receivable,

and any other rights to payment, however created including, without limitation, any right to payment for goods sold or leased, or for

services rendered, whether arising out of the sale of Inventory or otherwise and whether or not it has been earned by performance, and

any and all notes, drafts, acceptances, chattel paper, general intangibles and other obligations arising out of or representing a right

to payment thereunder, however created.

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or

is controlled by or is under common control with the Person specified. For the purpose hereof, the term “control” means the

possession of the power to direct, or cause the direction of, the management and policies of a Person by contract or voting of securities

or ownership interests.

“Business

Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which the Fedwire Funds Service, operated by the

United States Federal Reserve Banks, is closed or (iii) a day on which banks are authorized or required to close in New York, NY.

“Debt”

means, at any time, without duplication, all obligations of Maker: (i) for borrowed money or with respect to deposits or advances of

any kind, other than deposits or advances received by Maker for services to be rendered or goods to be sold in the ordinary course of

business, (ii) evidenced by bonds, debentures, notes or other similar instruments, (iii) for the deferred purchase price of property

or services, except accounts payable arising in the ordinary course of business, (iv) under conditional sale or other title retention

agreements relating to property purchased by Maker, except those incurred in the ordinary course of business, (v) with respect to interest

rate or currency protection agreements, (vi) under a lease that is required to be capitalized for financial reporting purposes in accordance

with U.S. generally accepted accounting principles, (vii) for the face amount of all letters of credit and all drafts drawn thereunder;

(viii) as an account party in respect of bankers’ acceptances, (ix) relating to the obligations of any other persons that are secured

by property or assets of Maker; or (x) relating to any guarantee issued by Maker.

“Inventory”

means all goods in which Maker has or acquires any interest that: (a) consist of raw materials, work in process, component parts, or

other materials used by or consumed in a business, (b) are leased by Maker as lessor, (c) are held by Maker for sale or lease or to be

furnished under a contract of service, and (d) are furnished by Maker under a contract of service. Inventory includes all goods of every

kind and description now or at any time hereafter (i) owned by or in the custody or possession, whether actual or constructive, of Maker,

(ii) is temporarily or permanently out of Maker’s custody or possession or in transit, (iii) any returns upon any Accounts, (iv)

other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing, (v) any documents of title

representing any of the foregoing, and (vi) Maker’s books and records relating to any of the foregoing. Inventory includes, but

is not limited to, the goods ascribed to the term “inventory” in the UCC.

“Indemnified

Party” and “Indemnified Parties” means, respectively, each of Lender and any of its Affiliates,

and each of their respective officers, directors, employees, attorneys and agents, and all of such parties and entities.

“Lien”

means any mortgage, pledge, hypothecation, judgment lien or similar legal process, title retention lien, or other lien or security interest,

including, without limitation, the interest of a vendor under any conditional sale or other title retention agreement and the interest

of a lessor under a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible,

by such Person as lessee that is, or should be, a capital lease on the balance sheet of Maker prepared in accordance with GAAP.

“Obligations”

means shall mean the principal amount of this Note and Security Agreement, all interest accrued thereon, any fees and expenses due the

Lender hereunder, and any and all other liabilities and obligations of Maker to Lender arising under this Note and Security Agreement,

whether now or hereafter existing, whether now due or to become due, direct or indirect, absolute or contingent, and whether several,

joint, or joint and several.

“Person”

means any individual, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated

organization, government or agency or political subdivision thereof, or other entity.

“UCC”

means the applicable Uniform Commercial Code in effect from time to time.

{Remainder

of Page Intentionally Left Blank; Signature Pages Follows}

WITNESS WHEREOF, the undersigned Maker has caused this Secured Promissory Note and Security Agreement to be duly executed and delivered

as of the date first set forth above.

MAKER

ENVUE

MEDICAL, INC.

By:

/s/

Doron Besser, M.D.

Name:

Doron

Besser, M.D.

Title:

CEO

LENDER

ALPHA

CAPITAL ANSTALT

By:

/s/

Nicola Feuerstein

Name:

Nicola

Feuerstein

Its:

Director/CEO

The

undersigned hereby acknowledge this Secured Promissory Note and Security Agreement and agree to cooperate with Lender’s enforcement

its rights hereunder.

NanoVibronix

Ltd., a company registered in Israel

By:

/s/

Doron Besser, M.D.

Name:

Doron

Besser, M.D.

Title:

CEO

ENvue

Medical Holdings LLC a Delaware limited liability company

By:

/s/

Doron Besser, M.D.

Name:

Doron

Besser, M.D.

Title:

CEO

SCHEDULE

Tranche

Funding

Date

Principal

Amount

10/08/2026

$ 250,000.00

SCHEDULE

DRAWDOWN

NOTICE

Funding

Date: OCTOBER 8, 2026

PRINCIPAL

AMOUNT: $250,000.00

Tranche

No.: 1

WITNESS WHEREOF, the undersigned Maker has caused this Drawdown Notice to Secured Promissory Note and Security Agreement to be duly

executed and delivered as of the Funding Date set forth above.

MAKER

ENVUE MEDICAL,

INC.

By: /s/

Doron Besser, M.D.

Name: Doron

Besser, M.D.

Title: CEO

Agreed and accepted

LENDER

ALPHA CAPITAL ANSTALT

By: /s/ Nicola

Feuerstein

Name: Nicola

Feuerstein

Its: Director/CEO

SCHEDULE

PATENTS

NUTR/001-3_CNUM

Granted

(active)

NASOGASTRIC

TUBE

China

Feb 2017

2017201426937

Aug 2018

2017 2 01426937

NUTR/001-3_CNUM-1

Granted

(active)

ENTERAL

FEEDING TUBE AND ENTERAL FEEDING SYSTEM

China

Feb 2017

2018211548371

Aug 2019

ZL2018211548371

NUTR/001-3_DEUM

Granted

(active)

NASOGASTRIC

TUBE

Germany

Feb 2017

202017100856.8

Aug 2017

202017100856

NUTR/001-PCTIL

Granted

(active)

NASOGASTRIC

TUBE

Israel

Jul 2012

230442

Mar 2019

230442

NUTR/001-PCTUS

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Jul 2012

13/982,289

Dec 2017

9,839,584

NUTR/001-PCTUS-1

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Jul 2012

14/098,426

Oct 2017

9,789,029

NUTR/001-PCTUS-2

Granted

(active)

NASOGASTRIC

TUBE WITH CAMERA

United

States of America

Jul 2012

14/556,501

Nov 2017

9,827,169

NUTR/001-PCTUS-3

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Jul 2012

15/044,162

Jul 2019

10,350,145

NUTR/001-PCTUS-4

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Jul 2012

15/447,892

May 2020

10,646,406

NUTR/002-PCTIL

Granted

(active)

NASOGASTRIC

TUBE

Israel

Aug 2014

250600

Jul 2021

250600

NUTR/002-PCTUS

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Aug 2014

15/503,638

Jun 2020

10,695,269

NUTR/003-PCTEP

Granted

(active)

NASOGASTRIC

TUBE

European

Patent Office

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPAT

Granted

(active)

NASOGASTRIC

TUBE

Austria

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPCH

Granted

(active)

NASOGASTRIC

TUBE

Switzerland

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPDE

Granted

(active)

NASOGASTRIC

TUBE

Germany

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPES

Granted

(active)

NASOGASTRIC

TUBE

Spain

Jun 2014

14895838.2

May 2019

ES2729262T3

NUTR/003-PCTEPFR

Granted

(active)

NASOGASTRIC

TUBE

France

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPGB

Granted

(active)

NASOGASTRIC

TUBE

United

Kingdom

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPIT

Granted

(active)

NASOGASTRIC

TUBE

Italy

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTEPLI

Granted

(active)

NASOGASTRIC

TUBE

Liechtenstein

Jun 2014

14895838.2

May 2019

3160421

NUTR/003-PCTUS-1

Granted

(active)

NASOGASTRIC

TUBE

United

States of America

Jun 2014

17/183,672

Jun 2026

12,667,524

NUTR/004-PCTIL

Registered

(active)

ENTERAL

FEEDING PUMP

Israel

Feb 2016

253707

May 2021

253707

NUTR/004-PCTUS

Granted

(active)

ENTERAL

FEEDING PUMP

United

States of America

Feb 2016

15/546,709

Aug 2019

10,376,447

NUTR/006-CN-1

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

China

Aug 2017

202111384929.5

Feb 2025

ZL202111384929.5

NUTR/006-JP

Registered

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Japan

Aug 2017

2017-157241

Aug 2022

7129683

NUTR/006-US

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Aug 2017

15/679,469

Jul 2018

10,010,374

NUTR/006-US-1

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Aug 2017

15/997,854

Jan 2021

10,898,273

NUTR/006-US-2

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Jun 2018

17/153,060

Nov 2023

11,806,087

NUTR/006-US-3

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Jan 2021

17/561,595

Jul 2022

11,389,254

NUTR/006-US-4

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Dec 2021

17/852,815

Jun 2025

12,324,632

NUTR/008-JP

Granted

(active)

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

Japan

Nov 2018

JP2018-214982

Dec 2021

6997918

NUTR/008-US

Granted

(active)

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

United

States of America

Dec 2018

16/208,040

May 2021

10,993,887

NUTR/008-US-1

Granted

(active)

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

United

States of America

Dec 2018

17/221,365

Jan 2023

11,559,470

NUTR/008-US-2

Granted

(active)

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

United

States of America

Apr 2021

18/099,112

Sept 2023

11,766,385

NUTR/008-US-3

Granted

(active)

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

United

States of America

Jan 2023

18/199,059

Jun 2026

12,642,752

NUTR/008-US-4

Filed

FEEDING

TUBE WITH ELECTROMAGNETIC SENSOR

United

States of America

Dec 2018

19/668,997

NUTR/009-CN

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

China

Apr 2019

2019103601281

Jan 2023

2019103601281

NUTR/009-CN-1

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

China

Apr 2019

2022106913766

Apr 2025

2022106913766

NUTR/009-EP

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

European

Patent Office

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPAT

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Austria

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPCH

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Switzerland

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPDE

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Germany

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPES

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Spain

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPFR

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

France

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPGB

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

Kingdom

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPIT

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Italy

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-EPLI

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Liechtenstein

Apr 2019

19170740.5

Sept 2022

3563762

NUTR/009-JP

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Japan

Apr 2019

2019-079883

Jan 2022

7013028

NUTR/009-US

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Apr 2019

16/386,493

Feb 2020

10,548,815

NUTR/009-US-1

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Apr 2019

16/724,323

Jun 2022

11,364,179

NUTR/009-US-2

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Dec 2019

17/824,133

Sept 2025

12,409,105

NUTR/011-CN-2

Filed

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

China

Sept 2019

202611302558.4

NUTR/011-JP

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Japan

Sept 2019

2019-161133

Jun 2022

7085093

NUTR/011-US

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Sept 2019

16/561,320

Jun 2021

11,045,260

NUTR/011-US-1

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Sept 2019

17/328,642

Oct 2023

11,779,403

NUTR/011-US-2

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

May 2021

17/561,620

Jul 2022

11,382,701

NUTR/011-US-3

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Dec 2021

17/844,010

Sept 2025

12,402,953

NUTR/012-IL

Allowed

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Israel

Dec 2021

288763

NUTR/012-JP

Granted

(active)

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

Japan

Dec 2021

2021-195967

Apr 2026

7847355

NUTR/012-US

Examination

INSERTION

DEVICE POSITIONING GUIDANCE SYSTEM AND METHOD

United

States of America

Dec 2021

17/540,814

NUTR/013-IL

Examination

GUIDANCE

SYSTEM WITH CLAVICULAE POSITION SENSORS

Israel

Dec 2021

288783

NUTR/013-JP

Granted

(active)

GUIDANCE

SYSTEM WITH CLAVICULAE POSITION SENSORS

Japan

Dec 2021

2021-198829

Apr 2026

7847356

NUTR/013-US

Examination

GUIDANCE

SYSTEM WITH CLAVICULAE POSITION SENSORS

United

States of America

Dec 2020

17/115,078

NUTR/016-PCT

Filed

ROBOTIC

SYSTEM FOR GUIDED PLACEMENT OF INSERTION TUBES USING POSITION TRACKING AND DISTAL INTERACTION SENSING

WIPO

May 2026

PCT/IL2026/050418

NUTR/016-US

Filed

ROBOTIC

SYSTEM FOR GUIDED PLACEMENT OF INSERTION TUBES USING POSITION TRACKING AND DISTAL INTERACTION SENSING

United

States of America

May 2026

19/680,441

NUTR/017-US

Filed

TORSO

REGISTRATION AND AR DISPLAY FOR ELECTROMAGNETIC TRACKING OF MEDICAL DEVICE INSERTION

United

States of America

Feb 2026

19/468,127

NUTR/019-US

Examination

FEEDING

TUBE WITH ACOUSTIC WAVE GENERATOR FOR PAIN MANAGEMENT AND PREVENTION OF BACTERIAL INFECTIONS

United

States of America

May 2026

19/668,961

NUTR/020-USP

Filed

AI-MEDIATED

TRAINING SYSTEM FOR TUBE INSERTION

United

States of America

Jun 2026

64/086,948

NUTR/020-US

Pre-filing

AI-MEDIATED

TRAINING SYSTEM FOR TUBE INSERTION

United

States of America

TBD

NNVB/001-WOUS

Filed

MULTIPLE

FREQUENCY SURFACE ACOUSTIC WAVES FOR INTERNAL MEDICAL DEVICE

United

States of America

Mar 2024

19/163,046

NNVB/002-US

Granted

(active)

ULTRASOUND-GENERATING

SYSTEM FOR

IMPROVED

DELIVERY OF THERAPEUTIC AGENTS

United

States of America

Sept 2020

17/025,969

Sept 2026

12,728,102

NNVB/002-US-1

Filed

ULTRASOUND-GENERATING

SYSTEM FOR

IMPROVED

DELIVERY OF THERAPEUTIC AGENTS

United

States of America

Sept 2020

19/740,630

NNVB/003-WOCN

Registered

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

China

Feb 2007

2007

80014875.5

Mar 2013

2007

80014875.5

NNVB/003-WOEP

Registered

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

European

Patent Office

Feb 2007

07861247.0

Jun 2016

1991129

NNVB/003-WOEPDE

Granted

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

Germany

Feb 2007

07861247.0

Jun 2016

1991129

NNVB/003-WOEPFR

Granted

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

France

Feb 2007

07861247.0

Jun 2016

1991129

NNVB/003-WOEPGB

Granted

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

United

Kingdom

Feb 2007

07861247.0

Jun 2016

1991129

NNVB/003-WOIL

Registered

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

Israel

Feb 2007

193600

Jul 2016

193600

NNVB/003-WOUS

Registered

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

United

States of America

Feb 2007

11/710,616

May 2015

9,028,748

NNVB/003-WOUS-1

Granted

(active)

SYSTEM

AND METHOD FOR SURFACE ACOUSTIC WAVE TREATMENT OF SKIN

United

States of America

Feb 2007

11/710,615

Mar 2017

9,585,977

NNVB/004-US

Granted

(active)

ACOUSTIC ADD-ON DEVICE FOR BIOFILM PREVENTION IN URINARY CATHETER

United

States of America

Mar 2007

11/730,005

Nov 2010

7,829,029

NNVB/004-WOCN

Granted

(active)

ACOUSTIC ADD-ON DEVICE

China

Mar 2007

2007

80019732.3

Jan 2013

CN101616707B

NNVB/004-WOEP

Granted

(active)

ACOUSTIC ADD-ON DEVICE FOR BIOFILM PREVENTION IN URINARY CATHETER

European

Patent Office

Mar 2007

07736150.9

Feb 2013

1998834

NNVB/004-WOEPDE

Granted

(active)

ACOUSTIC ADD-ON DEVICE FOR BIOFILM PREVENTION IN URINARY CATHETER

Germany

Mar 2007

7736150.9

Feb 2013

1998834

NNVB/004-WOEPFR

Granted

(active)

ACOUSTIC ADD-ON DEVICE FOR BIOFILM PREVENTION IN URINARY CATHETER

France

Mar 2007

7736150.9

Feb 2013

1998834

NNVB/004-WOEPGB

Granted

(active)

ACOUSTIC ADD-ON DEVICE FOR BIOFILM PREVENTION IN URINARY CATHETER

United

Kingdom

Mar 2007

7736150.9

Feb 2013

1998834

NNVB/006-US

Allowed

BACTERIAL

BIOFILMS ASSOCIATED WITH INDWELLING MEDICAL DEVICES

United

States of America

Dec 2021

17/646,715

SCHEDULE

TRADEMARKS

NUTR/103-CN

Registered

(active)

ENsump

China

Jul 2018

32315352

Jun 2019

32315352

NUTR/103-EU

Registered

(active)

ENsump

European

Union

Jul 2018

017931649

Dec 2018

017931649

NUTR/103-EUGB

Registered

(active)

ENsump

United

Kingdom

Jul 2018

017931649

Dec 2018

UK00917931649

NUTR/104-EU

Registered

(active)

Envue

European

Union

Jul 2018

017931650

Nov 2018

017931650

NUTR/104-EUGB

Registered

(active)

Envue

United

Kingdom

Jul 2018

017931650

Nov 2018

UK00917931650

NUTR/104-US

Registered

(active)

Envue

United

States of America

Jan 2018

87769634

Nov 2020

6,206,067

NUTR/105-CN

Registered

(active)

Engat

China

Jul 2018

32315351

May 2019

32315351

NUTR/105-EU

Registered

(active)

Engat

European

Union

Jul 2018

017931647

Nov 2018

017931647

NUTR/105-EUGB

Registered

(active)

Engat

United

Kingdom

Jul 2018

017931647

Nov 2018

UK00917931647

NUTR/106-US

Registered

(active)

Envizion

– logo

United

States of America

Nov 2020

90/312,971

Aug 2021

6,447,754

NUTR/107-US

Registered

(active)

ENVIZION

United

States of America

Nov 2020

90/312,932

Aug 2021

6,447,752

NUTR/108-US

Registered

(active)

- logo

United

States of America

Nov 2020

90/312,993

Aug 2021

6,447,755

NUTR/109-EU

Registered

(active)

Logo

European

Union

Jan 2026

019303066

May 2026

019303066

NUTR/109-JP

Registered

(active)

Logo

Japan

Jan 2026

2026-003219

Jun 2026

7053290

NUTR/109-US

Registered

(active)

Logo

United

States of America

Jul 2025

99/284,102

Jun 2026

8,310,451

NUTR/110-EU

Registered

(active)

Envue

Logo + Slogan

European

Union

Jan 2026

019303091

May 2026

019303091

NUTR/110-JP

Registered

(active)

Envue

Logo + Slogan

Japan

Jan 2026

2026-003221

Jun 2026

7053292

NUTR/111-EU

Registered

(active)

Envue

Logo

European

Union

Jan 2026

019303035

May 2026

019303035

NUTR/111-JP

Registered

(active)

Envue

Logo

Japan

Jan 2026

2026-003220

Jun 2026

7053291

NUTR/111-US

Registered

(active)

Envue

Logo

United

States of America

Jul 2025

99/284,110

Jun 2026

8,310,452

NUTR/112-EU

Examination

OSCAR

(work mark)

European

Union

Mar 2026

019329288

NUTR/112-JP

Examination

OSCAR

(work mark)

Japan

Mar 2026

2026-027057

NUTR/112-US

Registered

(active)

OSCAR

(work mark)

United

States of America

Sept 2025

99/397,101

May 2026

8,250,696

NUTR/113-EU

Examination

OSCAR

(logo)

European

Union

Mar 2026

019329336

NUTR/113-JP

Examination

OSCAR

(logo)

Japan

Mar 2026

2026-027058

NUTR/113-US

Registered

(active)

OSCAR

(logo)

United

States of America

Sept 2025

99/395,833

May 2026

8,250,680

NUTR/114-US

Filed

Envue

Logo + Slogan (New)

United

States of America

Mar 2026

99/735,196

NUTR/115-IL

Examination

Ask

Oscar (word mark)

Israel

Jun 2026

394429

NNVB/101-CA

Registered

(active)

NANOVIBRONIX

Canada

Aug 2019

1978965

Mar 2025

TMA1295708

NNVB/101-CA-1

Registered

(active)

NANOVIBRONIX

Canada

Aug 2020

2047669

Mar 2024

TMA1223539

NNVB/101-US

Registered

(active)

NANOVIBRONIX

United

States of America

Feb 2020

88810386

Mar 2024

7327693

NNVB/102-CA

Registered

(active)

PAINSHIELD

Canada

Aug 2019

1978970

Aug 2022

TMA1136163

NNVB/102-US

Registered

(active)

PAINSHIELD

United

States of America

Feb 2019

88287854

Aug 2019

5834305

NNVB/103-CA

Registered

(active)

PAINSHIELD

PLUS

Canada

Oct 2020

2058254

Sept 2022

TMA1142929

NNVB/104-CA

Registered

(active)

UROSHIELD

Canada

Sept 2020

2052572

Dec 2024

TMA1275382

NNVB/104-US

Registered

(active)

UROSHIELD

United

States of America

Dec 2006

77069616

Jan 2009

3561604

NNVB/105-CA

Registered

(active)

WOUNDSHIELD

Canada

Sept 2020

2052574

Dec 2024

TMA1275383

NNVB/105-US

Registered

(active)

WOUNDSHIELD

United

States of America

Jan 2020

88771308

Jun 2021

6367499

NNVB/106-CA

Registered

(active)

PAINSHIELD

CBD

Canada

Oct 2019

1991015

Aug 2022

TMA1136252

NNVB/107-CA

Registered

(active)

PainShield

MD Plus

Canada

May 2024

2328926

Nov 2025

TMA1363947

NNVB/107-US

Registered

(active)

PainShield

MD Plus

United

States of America

Dec 2023

98316388

Nov 2024

7558434

SCHEDULE

COPYRIGHTS

NUTR/601-US

Registered

(active)

SUMP

TUBE

United

States of America

Mar 2018

29/640,221

Aug 2020

D892985

NUTR/602-CN

Registered

(active)

DUAL

TUBE ASSEMBLY FOR FEEDING AND SUCTION

China

May 2019

201930278133.9

Apr 2020

ZL201930278133.9

NUTR/602-EM

Registered

(active)

DUAL

TUBE ASSEMBLY FOR FEEDING AND SUCTION

European

Union (EUIPO)

May 2019

006541082

May 2019

006541082-0001

NUTR/602-EMGB

Registered

(active)

DUAL

TUBE ASSEMBLY FOR FEEDING AND SUCTION

United

Kingdom

May 2019

006541082

May 2019

90065410820001

NUTR/602-US

Granted

(active)

DUAL

TUBE ASSEMBLY FOR FEEDING AND SUCTION

United

States of America

Dec 2018

29/672,021

Sept 2023

D998,135

SCHEDULE

SUBSIDIARIES

NanoVibronix

Ltd., a company registered in Israel

ENvue

Medical Holdings LLC, a Delaware limited liability company

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit 10.2

AMENDMENT

AGREEMENT

This

Amendment Agreement (this “Agreement”), dated as of October 8, 2026, is by and between ENvue Medical, Inc., a Delaware

corporation (the “Company”), and the holders listed on the signature pages attached hereto (the “Holders”).

WITNESSETH

WHEREAS,

the Holders were issued shares of Series X Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Preferred

Stock”), the terms of which are set forth in the Certificate of Designations of the Preferred Stock (as amended, the “Certificate

of Designations”); and

WHEREAS,

pursuant to Section 8(d) of the Certificate of Designations,  the Certificate of Designations or any provision thereunder may be

amended by obtaining the affirmative vote at a meeting duly called for such purpose, or by written consent without a meeting in accordance

with the Delaware General Corporation Law (the “DGCL”), of the Requisite Series X Holders, voting separately as a

single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation;

and

WHEREAS,

the undersigned collectively hold at least 70% of the outstanding shares of Preferred Stock and thereby constitute the Requisite Series

X Holders.

Now,

therefore, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending

legally to be bound, hereby agree as follows:

Definitions. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms

in the Certificate of Designations

Amendment to the Certificate of Designations. The parties hereto hereby agree to amend the terms of the Preferred Stock as set

forth in the Certificate of Designations of the Preferred Stock in the form attached hereto as Exhibit A (the “Amendment”).

Upon the effectiveness of this Agreement, the Company shall promptly file the Amendment with the Secretary of State of the State of Delaware.

Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts (including by electronic mail, in

PDF or by DocuSign or similar electronic signature), all of which shall be considered one and the same agreement and shall become effective

when one or more counterparts have been signed by each of the parties and delivered to the other parties. Counterparts may be delivered

via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Governing Law. This agreement shall be subject to the provisions regarding governing law set forth in section 9.4 of the certificate

of designations, and such provisions are incorporated herein by this reference, mutatis mutandis.

Terms and Conditions. Except as modified and amended herein, all of the terms and conditions of the Certificate of Designations

shall remain in full force and effect.

[Signature

pages follow]

witness whereof, the undersigned has executed and delivered this Agreement as of the date first above written.

Company:

ENvue Medical, Inc.

/s/ Doron Besser, M.D.

By:

Doron Besser, M.D.

Its:

CEO

witness whereof, the undersigned has executed and delivered this Agreement as of the date first above written.

Holder:

/s/ Nicole Feuerstein

By:

Nicola Feuerstein

Its:

Director/CEO

Exhibit

Form of Amendment to Certificate of Designations

Certificate

of Amendment of

Certificate

of Designations of

PREFERENCES,

RIGHTS AND LIMITATIONS OF

Series

X NON-VOTING Convertible Preferred Stock of

ENVUE

MEDICAL, INC.

Pursuant

to Section 242 of the

Delaware

General Corporation Law

This

Certificate of Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series X Non-Voting Convertible

Preferred Stock (the “Amendment”) is dated as of October 8, 2026.

WHEREAS,

the board of directors (the “Board”) of ENvue Medical, Inc., a Delaware corporation (the “Company”),

pursuant to the authority granted to it by the Company’s Certificate of Incorporation (the “Certificate of Incorporation”)

and Section 151(g) of the Delaware General Corporation Law (the “DGCL”), has previously fixed the rights, preferences,

restrictions and other matters relating to a series of the Company’s preferred stock, consisting of 57,720 authorized shares of

preferred stock, classified as Series X Non-Voting Convertible Preferred Stock (the “Preferred Stock”) and

the Certificate of Designations of Preferences, Rights and Limitations of the Preferred Stock (the “Certificate of Designations”)

was initially filed with the Secretary of State of the State of Delaware on February 14, 2025, evidencing such terms;

WHEREAS,

(i) pursuant to Section 4.1 of the Certificate of Designations, the Certificate of Designations or any provision thereof may not be amended

without the affirmative vote or written approval, agreement or waiver of the holders of seventy percent (70%) of the then outstanding

shares of the Preferred Stock (the “Required Holders”), and (ii) pursuant to Section 4.2 of the Certificate

of Designations, any vote or written approval, agreement or waiver required or permitted under Section 4.1 may be taken at a meeting

of the holders of the Preferred Stock or through a written consent executed by the Required Holders;

WHEREAS,

the Required Holders pursuant to the Certificate of Designations have consented, in accordance with the DGCL, on May 5, 2025, to this

Amendment on the terms set forth herein; and