Reverse split shrinks enVVeno Medical (NASDAQ: NVNO) share count 35-to-1

Rhea-AI Filing Summary

enVVeno Medical Corporation implemented a one-for-thirty-five reverse stock split of its common stock, effective January 20, 2026. Every 35 previously issued and outstanding shares were automatically combined into one share, with no change to the par value.

No fractional shares were issued; any fractional positions were rounded up to the nearest whole share. The number of common shares outstanding decreased from 22,946,223 to 655,606, while authorized common shares remain at 250,000,000.

The company proportionally adjusted outstanding stock options and warrants so that share amounts decreased by a factor of 35 and exercise prices increased by a factor of 35, preserving their overall economic value. The stock now trades on a reverse split-adjusted basis on Nasdaq under the symbol NVNO.

Insights

Capital structure analyst

Reverse split sharply cuts share count while keeping value and authorization levels intact.

enVVeno Medical completed a one-for-thirty-five reverse stock split effective January 20, 2026. The move collapses every 35 existing common shares into one, reducing shares outstanding from 22,946,223 to 655,606, while the par value and the 250,000,000 authorized common shares remain unchanged.

Outstanding options and warrants are adjusted mechanically: share quantities fall by 35x and exercise prices rise by 35x, as illustrated by a warrant moving from 3,500 shares at $0.30 to 100 shares at $10.50. This preserves the economic terms for holders despite the change in share count.

The reverse split affects how the stock trades and the per-share price presentation but does not, by itself, inject or withdraw cash from the company. Future company filings and market trading will reflect the new 655,606-share baseline after the reverse split.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2026

enVVeno Medical Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-38325		33-0936180
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

70 Doppler

Irvine, California 92618

(Address of principal executive offices) (Zip Code)

(949) 261-2900

(Registrant’s telephone number, including area code)

N/A

(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 of 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 each exchange on which registered
Common Stock, par value $0.00001 per share		NVNO		The NASDAQ Stock Market LLC

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 ☐

If 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On Tuesday, January 20, 2026, enVVeno Medical Corporation (the “Company”) effected a one-for-thirty-five (1:35) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). To effect the Reverse Stock Split, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) which became effective as of 12:01 a.m. Eastern Standard Time on Tuesday, January 20, 2026. The Reverse Stock Split was approved by the Company’s board of directors and by the stockholders of the Company.

As a result of the Reverse Stock Split, every thirty five (35) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 22,946,223 shares to 655,606 shares. Pursuant to their terms, proportional adjustments were also made to the Company’s outstanding stock options and warrants such that the number of shares of Common Stock underlying such securities were reduced by a factor of 35 and the exercise prices of such securities were increased by a factor of 35 (by way of example, if prior to the Reverse Stock Split there was an outstanding warrant to purchase 3,500 shares of Common Stock at an exercise price of $0.30 per share, such warrant has now been adjusted following the Reverse Stock Split and is now a warrant to purchase 100 shares of Common Stock at an exercise price of $10.50). The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 250,000,000 shares.

The Company’s transfer agent, Equiniti Trust Company, LLC, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split. The Common Stock has begun trading on a reverse stock split-adjusted basis as of Tuesday, January 20, 2026.

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached 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

Exhibit Number		Exhibit Description
3.1		Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation,
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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: January 20, 2026

	enVVeno Medical Corporation
	By:	/s/ Robert A. Berman
	Name:	Robert A. Berman
	Title:	Chief Executive Officer

3

FAQ

What did enVVeno Medical (NVNO) change in this 8-K filing?

enVVeno Medical effected a one-for-thirty-five reverse stock split of its common stock, combining every 35 issued and outstanding shares into one share, effective January 20, 2026.

How did the reverse stock split affect NVNO shares outstanding?

After the reverse split, shares outstanding decreased from 22,946,223 common shares to 655,606 common shares, reflecting the 1:35 consolidation.

Did enVVeno Medical change its authorized share count with this reverse split?

No. The filing states that the authorized common shares remain at 250,000,000 under the company’s certificate of incorporation, even after the reverse split.

How were enVVeno Medical’s options and warrants adjusted in the reverse split?

Outstanding stock options and warrants were adjusted proportionally: the number of underlying shares was reduced by a factor of 35 and the exercise prices were increased by a factor of 35, preserving their overall economics.

What happened to fractional NVNO shares from the reverse stock split?

No fractional shares were issued. Any fractional share positions were rounded up to the nearest whole share of common stock.

When did NVNO start trading on a reverse split-adjusted basis?

The company states that its common stock began trading on a reverse stock split-adjusted basis on January 20, 2026 on The Nasdaq Stock Market under the symbol NVNO.