enVVeno Medical Corporation reported the results of its 2025 Annual Meeting of Stockholders. A total of 11,058,255 shares of common stock were represented in person or by proxy out of 20,216,176 shares outstanding and entitled to vote as of October 17, 2025, representing 54.70% of the voting power.
Stockholders voted on the election of two directors and several additional proposals. For the board seats, Matthew M. Jenusaitis received 3,468,484 votes for and 1,796,053 votes withheld, while Robert A. Berman received 4,727,591 votes for and 536,946 votes withheld. The filing also lists detailed vote totals for four other proposals, each showing the number of votes for, against, abstentions, and broker non-votes, providing transparency into stockholder participation and preferences.
enVVeno Medical Corporation is asking stockholders to approve authority for a reverse stock split of its common stock, at a ratio between one-for-five and one-for-thirty-five, to be implemented at the Board’s discretion if approved. The company currently has 20,216,176 shares outstanding; for example, at a one-for-five ratio this would become approximately 4,043,235 shares. The Board states its main goal is to lift the share price above Nasdaq’s $1.00 minimum bid requirement after receiving notice that the stock traded below that level for 30 consecutive business days, with a recent closing price of $0.3297 per share. The reverse split would not change authorized share counts, so it would increase the pool of authorized but unissued shares, and each holder’s ownership percentage is expected to remain about the same aside from fractional-share cashouts. The Board also reduced the quorum requirement for stockholder meetings to thirty three and one-third percent of voting shares outstanding.
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.
enVVeno Medical Corporation (NVNO) disclosed that investor Thomas A. Satterfield, Jr. has filed a Schedule 13G reporting beneficial ownership of 1,822,500 shares of common stock, representing 9.0% of the outstanding shares, based on 20,216,176 shares outstanding as of October 28, 2025. Satterfield has sole voting and dispositive power over 165,000 shares and shared voting and dispositive power over 1,657,500 shares.
The filing explains that 400,000 shares are held through Tomsat Investment & Trading Co., Inc., wholly owned by Satterfield, and 1,250,000 shares are held by Caldwell Mill Opportunity Fund, LLC, a fund managed by an entity in which he owns a 50% interest and serves as Chief Investment Manager. He certifies that the securities were not acquired for the purpose of changing or influencing control of enVVeno, indicating a passive investment stance.
Nantahala Capital Management, Wilmot B. Harkey, and Daniel Mack filed Amendment No. 2 to Schedule 13G for enVVeno Medical (NVNO). They report beneficial ownership of 688,940 shares of common stock, representing 3.46% of the class, as of September 30, 2025.
The reporting persons have shared voting and shared dispositive power over these shares, with no sole voting or dispositive power. They certify the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.
enVVeno Medical (NVNO) reported that it received an unfavorable appeal decision from the U.S. Food & Drug Administration regarding its Premarket Approval (PMA) application for VenoValve, a surgical replacement venous valve intended to treat severe deep chronic venous insufficiency. The company disclosed this update under Regulation FD.
The announcement was furnished via an accompanying press release included as Exhibit 99.1. The filing reiterates standard forward‑looking statement cautions.
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.
enVVeno Medical Corporation is launching an at-the-market offering of up to $50,000,000 of common stock through Ladenburg Thalmann as sales agent under a Rule 424(b)(5) prospectus supplement. Sales may be made from time to time in transactions deemed “at the market,” and Ladenburg will earn a 3% commission on gross proceeds.
The stock trades on Nasdaq as NVNO; the last reported sale price was $0.7188 per share on October 29, 2025. “The Offering” section illustrates that at this price, selling 69,560,378 shares would raise $50,000,000, with actual share issuance varying by sale prices. Shares outstanding were 20,216,176 as of October 29, 2025.
Net proceeds are intended primarily to fund development of VenoValve and enVVe, and for general corporate purposes, including working capital and potential complementary acquisitions. The company also disclosed a Nasdaq minimum bid price deficiency notice dated October 7, 2025, with an initial compliance period through April 6, 2026.
enVVeno Medical (NVNO) filed its 2025 proxy for a virtual annual meeting on December 11, 2025 at 9:00 AM PST via www.virtualshareholdermeeting.com/NVNO2025. Stockholders of record at the close of business on October 17, 2025 may vote; there were 20,216,176 shares outstanding on the record date.
Stockholders will vote on four items: elect two Class II directors (Matthew M. Jenusaitis and Robert A. Berman) to terms ending in 2028; approve, on a non-binding advisory basis, executive compensation; ratify CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025; and approve the 2025 Equity Incentive Plan. The Board unanimously recommends voting “FOR” all proposals.
The materials note an ongoing FDA supervisory appeal regarding the not‑approvable decision for the VenoValve in the U.S. The appeal request was filed on September 18, 2025, an in‑person FDA meeting was held, and the Company is on track to hear from the FDA about this stage of the appeal process by the end of 2025. The outcome may also inform enVVe, the next‑generation transcatheter valve.
enVVeno Medical (NVNO) filed its Q3 2025 10‑Q, reporting a net loss of $4.5 million as operating expenses declined. Research and development was $2.6 million and selling, general and administrative was $2.3 million for the quarter, reflecting lower legal costs and a partial recovery of previously reserved clinical prepayments.
Cash and investments totaled $31.0 million with working capital of $29.1 million as of September 30, 2025, and management believes resources are sufficient for at least one year. Shares outstanding were 20,216,176 as of October 28, 2025.
Regulatory updates: the FDA issued a not‑approvable letter for the VenoValve PMA on August 19, 2025; the company filed a supervisory appeal and met with FDA leadership in October, with a decision expected by year‑end 2025. Nasdaq notified the company on October 7, 2025 of non‑compliance with the $1.00 minimum bid price; NVNO has until April 6, 2026 to regain compliance.