ENvue Medical Inc美股招股说明书(2026-05-28版)

This prospectus relates to the resale by the selling stockholder named in this prospectus, from time to time, of up to an aggregate of6,000,768 shares (the “Conversion Shares”) of our common stock, par value $0.001 per share (the “common stock”) issuable upon theconversion of an aggregate of 6,254 shares (the “Series H Shares”) of our Series H Convertible Preferred Stock (the “Series HPreferred Stock”), par value $0.0001 per share and stated value $1,000 per share (the “Stated Value”), at a conversion price of $1.0422per share (the “Conversion Price”). The Series H Shares were issued pursuant to the partial exercise and terms of the AdditionalInvestment Right (the “AIR”), pursuant to the terms of that certain securities purchase agreement, dated as of July 18, 2025, by andamong us and the purchaser named therein (the “Purchase Agreement”). The Series H Shares and the Conversion Shares were issued in reliance upon the exemption from the registration requirements inSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder, asapplicable. We are registering the resale of the Series H Shares and the Conversion Shares. Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or sellany of such shares of common stock. The selling stockholder named in this prospectus, or its 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 onthe possible methods of sale that may be used by the selling stockholder, you should refer to the section of this prospectus entitled“Plan of Distribution.” We will not receive any of the proceeds from the sale of common stock by the selling stockholder. Any shares of common stocksubject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such sharespursuant 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 stockholder will bear all commissions anddiscounts, if any, attributable to its respective sales of our common stock. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FEED.” On May 27, 2026, the closing saleprice of our common stock on Nasdaq was $0.9193 per share. Investment in our common stock involves risk. See “Risk Factors” contained in this prospectus on page 4, 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 thisprospectus and the accompanying prospectus supplement, together with the documents we incorporate by reference, beforeyou invest in our common stock. 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 May 28, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS9SELLING STOCKHOLDER10PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND MORE INFORMATION13INCORPORATION OF CERTAIN INFORMATION BY REFERENCE13i 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 stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our commonstock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includesadditional information not contained in this prospectus. 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 isimportant for you to read and consider all inf