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RELATED PARTY TRANSACTION
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTION

NOTE 14 – RELATED PARTY TRANSACTION

 

Aurora Cassirer served as a member of the Company’s board of directors until her resignation effective April 1, 2025. During her tenure, Ms. Cassirer also served on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee. Her resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, or any other matter. Ms. Cassirer is an attorney but did not provide any legal services or legal advice to the Company during the period that she was a member of the board.

 

The firm FisherBroyles LLP handled all of the Company’s Protrade litigation and appeals through December 31, 2024. For the year ended December 31, 2024, the Company was not billed and did not pay any legal fees to FisherBroyles. On January 1, 2024, Ms. Cassirer and the lawyers responsible for handling the Company’s Protrade litigation left FisherBroyles to join the firm Pierson Ferdinand LLP, which since that date has currently been the sole firm handling all of the Company’s Protrade litigation and appeals. For the nine months ended September 30, 2025, and 2024, Pierson Ferdinand was paid $58 and $0, respectively, while Ms. Cassirer was a member of the board. As in prior years, Ms. Cassirer has not provided any legal services or legal advice to the Company.

 

On January 17, 2025, ENvue issued the Alpha Note in the aggregate principal amount of $2,497, to Alpha, which such Alpha Note was funded in several tranches, see note 9.

 

On February 13, 2025, the Company entered into a PIPE Purchase Agreement with Alpha, pursuant to which the Company sold in a private placement Debenture due the earlier of (i) the date that is the 30-day anniversary of the effective date of stockholder approval of the issuance of the shares of common stock upon the conversion of the debentures and (ii) November 13, 2025 (the date that is nine months following the date of issuance of the Debenture), having the Principal Amount of $500. The closing of the Debenture Transaction occurred on February 14, 2025—see note 8.

 

On February 14, 2025, pursuant to the terms of the Merger Agreement and in connection with the Merger and the appointment of Doron Besser and Zeev Rotstein (together, the “Indemnitees”) to the Board of Directors, the Company and each of the Indemnitees entered into the Company’s standard form of indemnification agreement, which such indemnification agreements provide that the Company shall indemnify the Indemnitees to the fullest extent of permitted by applicable law in effect on the date hereof or as amended to increase the scope of permitted indemnification, against expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, taxes, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any proceeding in any way connected with, resulting from or relating to Indemnitee’s corporate status.

 

On April 11, 2025, ENvue issued the April Note to Alpha in the principal amount of $360, together with all accrued interest thereon. The April Note has a maturity date of June 11, 2025, and on the April Note Maturity Date, the aggregate unpaid April Note Principal Amount, all accrued and unpaid interest and all other amounts payable under the April Note shall be due and payable. The April Note bears interest at an annual rate equal to 8.0% and is payable “in kind” by adding such accrued interest to the April Note Principal Amount—see note 9.

 

On July 18, 2025, the Company entered into the July 2025 Purchase Agreement pursuant to which it agreed to sell to the July 2025 Investor (i) an aggregate of 8,889 shares of the Company’s newly-designated Series H Preferred Stock, initially convertible into up to 880,099 shares of common stock at an adjusted conversion price of $7.01 per share and the July 2025 Warrants to acquire up to an aggregate of 467,836 shares of common stock at an exercise price of $22.50.

 

Pursuant to the terms of the July 2025 Purchase Agreement, the Company has also issued 2,222 shares of Series H Preferred Stock with a total stated value of $2,222 and warrants to purchase up to 116,960 shares of common stock at an exercise price of $22.50 in a second closing—see note 6.

 

On September 16, 2025, the Company entered into a securities purchase agreement with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) 74,114 shares of the Company’s common stock, and (ii) the September 2025 Pre-Funded Warrants to purchase up to 217,090 shares of common stock in the September 2025 Offering —see note 6.