false
0001661053
0001661053
2025-12-11
2025-12-11
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): December 11, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
December 11, 2025, enVVeno Medical Corporation (the “Company”) completed its 2025 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, 11,058,255 shares of the Company’s common stock were represented in person or by proxy
out of the 20,216,176 shares outstanding and entitled to vote as of October 17, 2025, the record date for the Annual Meeting. This constituted
54.70% of the voting power of the Company’s stockholders. The voting results for each of the proposals submitted to a vote of the
stockholders of the Company at the Annual Meeting are set forth below.
| 1. |
The
Company’s stockholders elected Matthew M. Jenusaitis and Robert A. Berman as Class II directors to serve on the Board of Directors
of the Company, each to serve for a three-year term that expires as the 2028 annual meeting of stockholders or until his successor
is duly elected and qualified or until their earlier death, incapacity, removal or resignation. The results of voting on the proposal
are set forth below: |
| Director Nominee |
|
Votes For | |
Votes Withheld |
| Broker Non-Votes |
| |
|
| |
|
| |
| Matthew M. Jenusaitis |
|
3,468,484 | |
1,796,053 |
| - |
| Robert A. Berman |
|
4,727,591 | |
536,946 |
| - |
| 2. |
The
Company’s stockholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers.
The results of voting on the proposal are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain
|
|
Broker
Non-Votes |
| 3,194,141 |
|
1,962,414 |
|
107,982 |
|
5,793,718 |
| 3. |
The
Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of CBIZ CPAs
P. C. as the Company’s registered public accounting firm for the fiscal year ending December 31, 2025. The results of voting
on the proposal are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain
|
|
Broker
Non-Votes |
| 10,859,815 |
|
136,140 |
|
62,300 |
|
- |
| 4. |
The
Company’s stockholders voted against the adoption of the Company’s 2025 Equity Incentive Plan. As a result, the Company
will not adopt the 2025 Equity Incentive Plan and the Company’s 2016 Omnibus Incentive Plan will remain in full force and effect.
The results of voting on the proposal are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain
|
|
Broker
Non-Votes |
| 2,480,922 |
|
2,621,545 |
|
162,070 |
|
5,793,718 |
| 5. |
The
Company’s stockholders granted authority to the Company’s Board of Directors to effectuate a reverse stock split of the
Company’s common stock at a ratio of between one-for-five and one-for-thirty-five, with such ratio to be determined at the
sole discretion of the Board of Directors and with such reverse stock split to be effectuated at such time and date, if at all, as
determined by the Board of Directors in its sole discretion. The results of voting on the proposal are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain
|
|
Broker
Non-Votes |
| 7,312,499 |
|
1,575,554 |
|
123,250 |
|
- |
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 |
| 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:
December 12, 2025 |
/s/
Robert A. Berman |
| |
Robert
A. Berman |
| |
Chief
Executive Officer |
