Perceptive Advisors LLC and related investors filed an amended ownership report showing beneficial ownership of 2,048,515 shares of enVVeno Medical Corporation common stock, representing 9.99% of the company. The stake is held through Perceptive Life Sciences Master Fund, which owns common shares and warrants.
The Master Fund directly holds 1,759,035 shares plus 861,192 warrants exercisable at $8.334 per share, but a 9.99% beneficial ownership limitation currently allows exercise of only 289,480 warrants. Perceptive Advisors is the investment manager and Joseph Edelman is its managing member.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
enVVeno Medical Corporation
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
29415J106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
29415J106
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,048,515.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,048,515.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,515.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
29415J106
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,048,515.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,048,515.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,515.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
29415J106
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,048,515.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,048,515.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,515.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
enVVeno Medical Corporation
(b)
Address of issuer's principal executive offices:
70 Doppler, Irvine, California 92618
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.00001 per share (the "Common Stock") of enVVeno Medical Corporation (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, $0.00001 par value
(e)
CUSIP No.:
29415J106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 20,216,176 outstanding shares of Common Stock as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025, and assume the exercise of Warrants held by the Reporting Persons for 289,480 shares of Common Stock (the " Warrants").
Neither Perceptive Advisors nor Mr. Edelman directly hold any shares of Common Stock or any Warrants. The Master Fund directly holds 1,759,035 shares of Common Stock and 861,192 Warrants immediately exercisable for shares of Common Stock at an exercise price of $8.334 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Warrants for an aggregate of not more than 289,480 shares of Common Stock. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining Warrants held by the Reporting Persons are not exercisable due to the Beneficial Ownership Limitation. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 9.99%
Mr. Edelman: 9.99%
Master Fund: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 2,048,515
Mr. Edelman: 2,048,515
Master Fund: 2,048,515
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 2,048,515
Mr. Edelman: 2,048,515
Master Fund: 2,048,515
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership in enVVeno Medical (NVNO) does Perceptive report?
Perceptive Advisors and related entities report beneficial ownership of 2,048,515 shares of enVVeno Medical common stock, representing 9.99% of the outstanding shares. This includes common shares and currently exercisable warrants under a 9.99% beneficial ownership cap.
Who are the reporting persons in the enVVeno Medical (NVNO) Schedule 13G/A?
The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors manages the Master Fund, and Edelman is Perceptive Advisors’ managing member, giving them shared voting and dispositive power over the reported shares.
How many enVVeno Medical (NVNO) warrants does Perceptive’s Master Fund hold?
Perceptive Life Sciences Master Fund directly holds 861,192 warrants for enVVeno Medical common stock at an exercise price of $8.334 per share. Due to a 9.99% beneficial ownership limitation, only 289,480 warrants are currently counted as exercisable for reporting purposes.
What percentage of enVVeno Medical (NVNO) does each Perceptive reporting person own?
Perceptive Advisors, Joseph Edelman, and Perceptive Life Sciences Master Fund each report beneficial ownership of 9.99% of enVVeno Medical’s common stock. The percentage is calculated against 20,216,176 outstanding shares as of October 28, 2025, plus the exercisable warrants.
Does Perceptive seek control of enVVeno Medical (NVNO) with this stake?
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of enVVeno Medical. It also notes they are not held in connection with any transaction having that control-related purpose or effect.
How is voting and dispositive power over enVVeno Medical (NVNO) shares allocated?
The reporting persons show 0 shares with sole voting or dispositive power and 2,048,515 shares with shared voting and dispositive power. Perceptive Advisors, Joseph Edelman, and the Master Fund each report the same shared voting and dispositive authority over these shares.