enVVeno Medical sets up at-the-market offering up to $50M

Rhea-AI Filing Summary

enVVeno Medical Corporation established an at-the-market equity program, allowing it to sell up to $50,000,000 of common stock from time to time through Ladenburg Thalmann as sales agent. The agent will receive a fixed 3% commission on gross proceeds from each sale. Sales may be made as “at-the-market” offerings under Rule 415, including ordinary brokers’ transactions on the NASDAQ Capital Market at market prices or as otherwise agreed. The company is not obligated to sell shares and may suspend or terminate the program.

The shares are covered by enVVeno’s effective Form S-3 (File No. 333-273546) declared effective on August 23, 2023, and a Prospectus Supplement filed on October 30, 2025. An opinion of counsel regarding the legality of the shares and the ATM Agreement were filed as exhibits.

Insights

Capital markets analyst

$50M ATM in place; activity depends on future sales.

enVVeno Medical put a shelf‑based ATM facility in place for up to $50,000,000 of common stock, using Ladenburg Thalmann as agent. The agreement specifies a 3% commission on gross proceeds per sale and permits transactions deemed at‑the‑market on NASDAQ or as otherwise agreed.

The program is registered under the effective Form S‑3 and supported by a prospectus supplement dated October 30, 2025. The company has no obligation to sell and can suspend or terminate the program. Actual impact will depend on if, when, and how many shares are sold.

false 0001661053 0001661053 2025-10-30 2025-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 30, 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, $0.00001 par value 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 1.01 Entry into a Material Definitive Agreement

On October 30, 2025, enVVeno Medical Corporation (the “Company”) entered into an At-the-Market Offering Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”) to create an at-the-market equity program under which it may sell up to $50,000,000 of shares of the Company’s common stock (the “Shares”) from time to time through the Agent, as sales agent (the “ATM Offering”). Under the Agreement, the Agent will be entitled to a commission at a fixed commission rate of 3% of the gross proceeds from each sale of Shares under the Agreement and have agreed to provide the Agent with customary indemnification and contribution rights. We will also reimburse the Agent for certain specified expenses in connection with entering into the Agreement. The Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.

The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-273546) that was declared effective on August 23, 2023. On October 30, 2025, the Company filed a Prospectus Supplement relating to the ATM Offering with the Securities and Exchange Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The Agreement is filed as Exhibit 10.1 to this Report. Also, attached as Exhibit 5.1 to this Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the shares. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Ellenoff Grossman & Schole LLP
10.1		At-the-Market Offering Agreement, dated October 30, 2025
23.1		Consent of Ellenoff Grossman & Schole LLP (included as Exhibit 5.1)
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: October 30, 2025	/s/ Robert A. Berman
	Robert A. Berman
	Chief Executive Officer

FAQ

What did NVNO announce regarding its capital markets activity?

NVNO set up an at-the-market equity program to sell up to $50,000,000 of common stock through Ladenburg Thalmann as sales agent.

What fees will NVNO pay under the ATM program?

The agent is entitled to a 3% commission on the gross proceeds from each sale of shares.

Is NVNO obligated to sell shares under the ATM?

No. The company has no obligation to sell and may suspend offers or terminate the agreement at any time.

Under what registration is the ATM being conducted for NVNO?

Sales are covered by NVNO’s effective Form S-3 (File No. 333-273546), declared effective on August 23, 2023, and a prospectus supplement filed on October 30, 2025.

How may shares be sold under the NVNO ATM?

Sales may be made as “at-the-market equity offerings” under Rule 415, including ordinary brokers’ transactions on the NASDAQ Capital Market at market prices or as otherwise agreed.

Which documents related to the NVNO ATM were filed as exhibits?

The ATM Offering Agreement and the legal opinion from Ellenoff Grossman & Schole LLP were filed as exhibits.