enVVeno Medical Corporation reports a Schedule 13G/A disclosing that Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. each beneficially own 9.99% of Common Stock. The filing states the ownership percentages are based on 667,669 outstanding shares as of May 1, 2026 and assume exercise of Warrants for 18,267 shares, constrained by a Beneficial Ownership Limitation.
The Master Fund directly holds 50,258 shares and 24,605 Warrants; Perceptive Advisors is investment manager and Joseph Edelman is managing member. Shared voting and dispositive power is reported for 68,525 shares.
Positive
None.
Negative
None.
Insights
Perceptive-related entities report a near-10% stake constrained by a beneficial ownership cap.
The filing lists a 9.99% beneficial ownership figure tied to 667,669 shares outstanding as of May 1, 2026 and an assumed 18,267 warrant exercise limit due to the stated Beneficial Ownership Limitation. The Master Fund directly holds 50,258 shares and 24,605 warrants.
Cash‑flow treatment and planned dispositions are not stated; subsequent filings would show transfers or exercises. Holder voting/dispositive power is reported as shared for 68,525 shares, reflecting the consolidated reporting structure.
Filing follows Schedule 13G/A format with explicit exercise assumptions and a 9.99% cap.
The report explicitly ties exercisability of warrants to the Beneficial Ownership Limitation and states the Reporting Persons assumed remaining warrants are not exercisable beyond the allowed 18,267 shares. The filing attributes manager/managerial relationships: Perceptive Advisors manages the Master Fund; Joseph Edelman is managing member.
Disclosure preserves the ownership calculation method and the as of date; any change in exercisability or sales would require further amendment to reflect updated beneficial ownership.
Key Figures
Outstanding shares:667,669 sharesBeneficial ownership reported:9.99%Shares listed with shared power:68,525 shares+3 more
6 metrics
Outstanding shares667,669 sharesas of May 1, 2026
Beneficial ownership reported9.99%Perceptive Advisors / Edelman / Master Fund
Shares listed with shared power68,525 sharesshared voting and dispositive power reported
Master Fund direct shares50,258 sharesdirectly held by Perceptive Life Sciences Master Fund
Master Fund warrants24,605 Warrantsimmediately exercisable subject to limitation
Permitted warrant exercise under cap18,267 sharesaggregate exercisable under Beneficial Ownership Limitation
Key Terms
Beneficial Ownership Limitation, Warrants, Shared dispositive power
3 terms
Beneficial Ownership Limitationregulatory
"The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own...9.99%"
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.
Warrantsfinancial
"The Master Fund directly holds 50,258 shares of Common Stock and 24,605 Warrants immediately exercisable for shares of Common Stock"
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.
Shared dispositive powerregulatory
"Shared Dispositive Power 68,525.00 reported for each Reporting Person"
What stake does Perceptive Advisors report in enVVeno (NVNO)?
Perceptive Advisors and related Reporting Persons each report beneficial ownership of 9.99%. The percentage is calculated using 667,669 shares outstanding as of May 1, 2026 and assumes warrant exercises constrained by a stated ownership cap.
How many shares and warrants does the Perceptive Master Fund directly hold?
The Master Fund directly holds 50,258 shares of Common Stock and 24,605 Warrants immediately exercisable into shares. Exercisability is subject to the filing's Beneficial Ownership Limitation that caps aggregate beneficial ownership at 9.99%.
What is the Beneficial Ownership Limitation described in the filing?
The filing states the Warrants include a clause preventing exercise if such exercise would result in beneficial ownership above 9.99%. The Reporting Persons therefore assume only up to 18,267 warrant-based shares are presently exercisable under that cap.
Who has voting and dispositive power over the reported shares?
The filing reports shared voting power and shared dispositive power for 68,525 shares for each Reporting Person. No Reporting Person reports sole voting or sole dispositive power over any shares in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
enVVeno Medical Corporation
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
29415J205
(CUSIP Number)
03/31/2026
(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
68,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
68,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
68,525.00
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 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
68,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
68,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
68,525.00
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 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
68,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
68,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
68,525.00
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.:
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 667,669 outstanding shares of Common Stock as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, and assume the exercise of Warrants held by the Reporting Persons for 18,267 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 50,258 shares of Common Stock and 24,605 Warrants 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) 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 18,267 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: 68,525
Mr. Edelman: 68,525
Master Fund: 68,525
(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: 68,525
Mr. Edelman: 68,525
Master Fund: 68,525
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.
