ENvue医疗有限公司美股招股说明书(2025-12-18版)

●an aggregate of 2,377,533 shares of common stock (the “Conversion Shares”) issuable upon the conversion of an aggregate of11,111 shares (the “Series H Shares”), consisting of (i) 8,889 Initial Closing Shares (as defined herein) and (ii) 2,222 SecondClosing Shares (as defined herein), of our newly designated Series H Convertible Preferred Stock (the “Series H PreferredStock”), par value $0.0001 per share and stated value $1,000 per share (the “Stated Value”), at an adjusted conversion price of$7.01 per share (after giving effect to the Reverse Stock Split and the September 2025 Offering (each as defined herein) and based ●an aggregate of 584,796 shares of common stock issuable upon exercise of the Warrants (as defined herein), consisting of (i)467,836 shares of common stock issuable upon the exercise of the Initial Closing Warrants (as defined herein) and (ii) 116,960shares of common stock issuable upon the exercise of the Second Closing Warrants (as defined herein), in each case, at an ●4,999,950 shares of common stock issuable as dividends (the “Dividend Shares”) to the holders of the Series H Shares at a rate of9% per annum on the stated value of the Series H Preferred Stock, compounded each calendar quarter over an assumed term of The Series H Shares, the Warrants, the Conversion Shares and the shares of common stock issuable upon exercise of the Warrants (the“Warrant Shares”) were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the SecuritiesAct of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder, as applicable. We are registering the Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sellany of such shares of common stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees or othersuccessors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions atprevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on We will not receive any of the proceeds from the sale of common stock by the selling stockholders. However, we will receive proceedsfrom the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporatepurposes. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior toany resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs,expenses and fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FEED.” On December 17, 2025, the closingsale price of our common stock on Nasdaq was $3.26 per share. Investment in our common stock involves risk. See “Risk Factors” contained in this prospectus on page 5, under similarheadings in our annual and periodic reports filed from time to time with the Securities and Exchange Commission, which areincorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 18, 2025. ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuantto which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of ourcommon stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus.We have not, and t