[SCHEDULE 13G/A] enVVeno Medical Corp Amended Passive Investment Disclosure
Perceptive discloses 3.5% stake in enVVeno
Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. report beneficial ownership of 24,605 shares of enVVeno Medical Corporation common stock through warrants, representing 3.5% of the outstanding class.
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Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. report beneficial ownership of 24,605 shares of enVVeno Medical Corporation common stock through warrants, representing 3.5% of the outstanding class. The percentage is based on 682,722 shares of common stock outstanding as of July 28, 2026 and assumes exercise of all 24,605 warrants held by the Master Fund. The warrants are immediately exercisable but are subject to a 9.99% Beneficial Ownership Limitation, which currently permits full exercise. Each reporting person has shared voting and dispositive power over the 24,605 underlying shares and reports ownership of 5 percent or less of the class.
Key Figures
Beneficially owned shares (via warrants):24,605 sharesOwnership percentage:3.5%Shares outstanding:682,722 shares+1 more
4 metrics
Beneficially owned shares (via warrants)24,605 sharesShares underlying warrants held by Perceptive Life Sciences Master Fund, Ltd.
Ownership percentage3.5%Beneficial ownership of enVVeno Medical common stock by each reporting person
Shares outstanding682,722 sharesEnVVeno Medical common stock outstanding as of July 28, 2026
Beneficial Ownership Limitation9.99%Maximum post-exercise ownership allowed under terms of the warrants
Key Terms
Beneficial Ownership Limitation, beneficially own, Section 13(d) of the Securities Exchange Act of 1934, warrants
4 terms
Beneficial Ownership Limitationregulatory
"subject to the Beneficial Ownership Limitation (as defined below)"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
beneficially ownregulatory
"would beneficially own, as determined in accordance with Section 13(d)"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Section 13(d) of the Securities Exchange Act of 1934regulatory
"as determined in accordance with Section 13(d) of the Securities Exchange Act"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
warrantsfinancial
"the exercise of warrants (the "Warrants") held by the Reporting Persons"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in NVNO does Perceptive Advisors report in this Schedule 13G/A?
Perceptive Advisors, together with related reporting persons, reports beneficial ownership of 24,605 shares of enVVeno Medical (NVNO) common stock, representing 3.5% of the outstanding class, assuming exercise of all warrants held.
How is the 3.5% ownership of NVNO by Perceptive Advisors calculated?
The 3.5% ownership is based on 682,722 shares of enVVeno Medical common stock outstanding as of July 28, 2026, and assumes exercise of 24,605 warrants held by the Master Fund into an equal number of shares.
Which Perceptive-related entities are reporting ownership in NVNO?
The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. Each reports beneficial ownership of 24,605 shares, or 3.5% of enVVeno Medical’s common stock.
What type of securities linked to NVNO does the Perceptive Master Fund hold?
Perceptive Life Sciences Master Fund, Ltd. directly holds 24,605 warrants, each immediately exercisable for one share of enVVeno Medical common stock, subject to a 9.99% Beneficial Ownership Limitation on post-exercise holdings.
Does Perceptive Advisors report owning 5% or more of NVNO common stock?
No. Perceptive Advisors, Joseph Edelman and the Master Fund each report beneficial ownership of 3.5% of enVVeno Medical’s common stock, and they explicitly state ownership of 5 percent or less of the class.
Who has voting and dispositive power over Perceptive’s NVNO position?
24,605 shares underlying the warrants are subject to shared voting and shared dispositive power among Perceptive Advisors, Joseph Edelman and the Master Fund; none reports sole voting or dispositive power over these shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
enVVeno Medical Corporation
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
29415J205
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
29415J205
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
24,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,605.00
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)
3.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
29415J205
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
24,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,605.00
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)
3.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
29415J205
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
24,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,605.00
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)
3.5 %
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.:
29415J205
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 682,722 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026, and assume the exercise of warrants (the "Warrants") held by the Reporting Persons for 24,605 shares of Common Stock.
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock or any Warrants. The Master Fund directly holds 24,605 Warrants, each immediately exercisable for shares of Common Stock, 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) of 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 all of their Warrants. Perceptive Advisors serves as the investment manager of the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 3.5%
Mr. Edelman: 3.5%
Master Fund: 3.5%
(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: 24,605
Mr. Edelman: 24,605
Master Fund: 24,605
(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: 24,605
Mr. Edelman: 24,605
Master Fund: 24,605
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
