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2025-10-30
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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): 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 |
