enVVeno Medical updates bylaws, revises quorum requirement

Rhea-AI Filing Summary

enVVeno Medical Corporation reported that its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws. The change updates the quorum requirement for stockholder meetings.

Under the revised Section 1.5, a stockholder meeting will have a quorum when holders present in person or by proxy represent thirty-three and one-third percent of the voting power of the outstanding shares entitled to vote, unless a higher threshold is required by law, the certificate of incorporation, or the bylaws. The amendment became effective immediately upon Board approval on November 17, 2025.

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): November 17, 2025

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 November 17, 2025, the Board of Directors of enVVeno Medical Corporation (“we,” “us,” “our,” or the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws. The amendment revises Section 1.5 to modify the quorum requirement for meetings of stockholders. As amended, Section 1.5 provides that, except as otherwise required by applicable law, the certificate of incorporation or the bylaws, the presence in person or by proxy of holders of thirty-three and one-third percent in voting power of the outstanding shares entitled to vote at the meeting shall constitute a quorum. The amendment to Section 1.5 became effective immediately upon approval by the Board.

Item 9.01 Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report:

Exhibit No.		Description
3.1		Amended and Restated Bylaws of enVVeno Medical Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ENVVENO MEDICAL CORPORATION
Dated: November 20, 2025	/s/ Robert A. Berman
	Robert A. Berman
	Chief Executive Officer

FAQ

What corporate change did enVVeno Medical Corporation (NVNO) announce?

The Board of enVVeno Medical Corporation approved an amendment to the company’s Amended and Restated Bylaws, specifically revising the quorum requirement for stockholder meetings in Section 1.5.

How has the quorum requirement changed for enVVeno Medical (NVNO) stockholder meetings?

As amended, Section 1.5 states that a quorum exists when holders present in person or by proxy represent thirty-three and one-third percent in voting power of the outstanding shares entitled to vote, unless a different requirement applies under law, the certificate of incorporation, or the bylaws.

When did the new quorum bylaw for NVNO become effective?

The amendment to Section 1.5 of the bylaws became effective immediately upon approval by the Board of Directors on November 17, 2025.

Which section of enVVeno Medical’s bylaws was amended?

The company amended Section 1.5 of its Amended and Restated Bylaws, which governs the quorum requirement for meetings of stockholders.

Does the new quorum rule for NVNO apply in all situations?

The revised quorum rule applies except as otherwise required by applicable law, the company’s certificate of incorporation, or the bylaws, which may impose different requirements in specific circumstances.

Where can investors find the full text of the amended enVVeno Medical bylaws?

The full text of the amended bylaws is included as Exhibit 3.1, titled “Amended and Restated Bylaws of enVVeno Medical Corporation,” in the same report.

Who signed the enVVeno Medical (NVNO) report relating to the bylaw amendment?

The report was signed on behalf of enVVeno Medical Corporation by Robert A. Berman, the company’s Chief Executive Officer.