NOTE 15 - SUBSEQUENT EVENTS

Series H Preferred Stock — Additional Investment Right and Conversions

On August 5, 2026, Alpha exercised $500 of the Additional Investment Right pursuant to the July Purchase Agreement, resulting in the issuance of 500 new shares of Series H Preferred Stock at a stated value of $1,000 per share (not in thousand).

During July 2026, the Alpha also converted an aggregate of 496 shares of Series H Preferred Stock into 1,102,279 shares of Common Stock.

Issuances of Common Stock

On August 7, 2026, the Company issued an aggregate of 1,787,949 shares of Common Stock, consisting of 1,667,949 shares to service providers of the Company as consideration for services rendered, and 120,000 shares to an employee pursuant to the 2024 Plan.

Committed Equity Facility of up to $50 million

On August 12, 2026, the Company entered into a Common Shares Purchase Agreement (the “Purchase Agreement”), with Alpha relating to a committed equity facility (the “Facility”). Pursuant to the Purchase Agreement, the Company has the right from time to time at its option to sell to Alpha up to $50.0 million of its Common Stock, subject to certain conditions and limitations set forth in the Purchase Agreement.

ENVUE MEDICAL, INC.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands except share and per share data)

Sales of the Common Stock to Alpha under the Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Common Stock and determinations by the Company regarding the use of proceeds of such Common Stock. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at which the Common Stock is sold to Alpha. The Company is required to use 40% of the net proceeds from any sales under the Purchase Agreement to redeem outstanding shares of its Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”), until no such shares of Series X Preferred Stock remain outstanding, with the remainder of any net proceeds to be used for working capital and general corporate purposes.

Upon the initial satisfaction of the conditions to Alpha’s obligation to purchase Common Stock set forth in the Purchase Agreement (the “Commencement”), including, but not limited to, that a registration statement registering the resale by Alpha of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), that may be sold to it by the Company under the Purchase Agreement (the “Initial Resale Registration Statement”), is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, from time to time at its sole discretion until the first day of the month next following the 36-month period from and after Commencement, to direct Alpha to purchase up to a specified maximum amount of Common Stock as set forth in the Purchase Agreement by delivering written notice to Alpha prior to the commencement of trading on any trading day. The purchase price of the Common Stock that the Company elects to sell to Alpha pursuant to the Purchase Agreement will be 90% of the lowest volume weighted average price of the Common Stock during the three (3) trading days immediately preceding the applicable purchase date on which the Company has timely delivered written notice to Alpha directing it to purchase Common Stock under the Purchase Agreement.

The Purchase Agreement contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain important limitations.

The Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon five (5) trading days’ prior written notice. No termination of the Purchase Agreement will affect the registration rights provisions contained within the Purchase Agreement, which will survive any termination of the Purchase Agreement.

July 2025 Purchase Agreement Amendment

The Company entered into a Securities Purchase Agreement, dated as of July 18, 2025, as amended on January 30, 2026 (the “Series H Purchase Agreement”), by and between the Company and Alpha, pursuant to which the Company agreed to issue and sell to Alpha newly designated shares of its Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock”).

On August 12, 2026, the Company entered into that certain Second Amendment Agreement to the Series H Purchase Agreement (the “Second Amendment Agreement”) with Alpha. Pursuant to the terms of the Second Amendment Agreement, the Company and Alpha agreed, among other things, subject to the receipt of Shareholder Approval (as defined in the Second Amendment), to amend the Series H Purchase Agreement to increase the total Additional Investment Rights (as defined in the Series H Purchase Agreement) to a total aggregate amount of up to $59,000,000 Stated Value (representing 59,000 shares of Preferred Stock and $53,100,000 of Subscription Amount) of Series H Preferred Stock. Alpha also agreed, subject to the receipt of Shareholder Approval, to exercise the Additional Investment Rights in an aggregate amount equal to no less than $10.0 million in the twelve (12) month period following Shareholder Approval with a monthly minimum of $833,333.33 if not otherwise exercised (the “AIR Minimum”). The parties agreed that upon certain fund raising events, the AIR Minimum will be decreased on a dollar-for-dollar basis.