Stockholders’ Equity | Note 10 – Stockholders’ Equity On November 30, 2020, the Company”) effected a one-for-twenty-five (1:25) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $ 0.00001 Equity Issuances During 2021 and 2020 the Company has completed various equity transactions to raise capital through the placement of its common and preferred stock. The following table provides an overview of these transactions. Schedule of Equity Transactions to Raise Capital Through the Placement Date Description Type Number of shares Net Proceeds 2020 February 25, 2020 Private placement Common Stock 52,000 $ 570,341 April 28, 2020 Registered Direct Offering Common Stock 75,472 $ 811,641 June 3, 2020 Registered Direct Offering Common Stock 117,216 $ 1,161,334 July 17, 2020 Public Offering Common Stock 575,000 $ 3,881,907 July 17, 2020 Private Placement Preferred Stock 4,205,406 $ 1,358,099 October 9, 2020 Registered Direct Offering Common Stock 381,308 $ 4,450,500 Total $ 12,233,822 2021 February 11, 2021 Public Offering Common Stock 5,914,284 $ 38,127,776 August 2021 At-the-Market Equity Program Common Stock 170,963 $ 970,575 September 9, 2021 Registered Direct Offering Common Stock 781,615 $ 18,273,591 Total $ 57,371,942 ENVVENO MEDICAL CORPORATION f/k/a HANCOCK JAFFE LABORATORIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS Series C Convertible Preferred Stock On July 17, 2020, the Company issued 4,205,406 4,205,406 243,125 While the Preferred Stock was outstanding, the holders of the Company’s Preferred Stock could vote with holders of the Common Stock, and with any other shares of preferred stock that vote with the Common Stock, with each holder of Preferred Stock being entitled to one vote per share of Preferred Stock, and were entitled to receive 8% In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, or any sale of the Company, the holders of Preferred Stock were entitled to receive, before and in preference to any distribution of any of the assets to the holders of the common stock, or any other series of the Company’s preferred stock that would then be junior to the Preferred Stock, an amount per share equal to $0.37 for each outstanding share of Preferred Stock (the “Original Series C Issue Price”), plus all accrued but unpaid dividends thereon through the date of such event. In certain circumstances, the holders of Preferred Stock were entitled to receive a liquidation preference payment of $ 0.37 23,859 The liquidation preference of the Preferred Stock was subordinate and ranks junior to all indebtedness of the Company. The Company had the ability to elect to convert the Preferred Stock to common stock in the event the Company either (i) consummated a merger, or (ii) raised an aggregate of at least $8,000,000 in gross proceeds in a transaction or series of transactions within any twelve (12) month period. In the event the Company elected to affect such a conversion, each share of Series C Preferred Stock would have been convertible into 0.05781 shares of common stock. ENVVENO MEDICAL CORPORATION f/k/a HANCOCK JAFFE LABORATORIES, INC. The Company determined that the Preferred Stock represented permanent equity due to the absence of a redemption feature and that the embedded conversion option was clearly and closely related to the equity host and did not require bifurcation. The $2,431,250 11.00 7.0 118.7 0.47 0.00 1,556,000 607,220 948,781 The Preferred Stock includes a contingent beneficial conversion feature (“BCF”) which was valued at its $ 2,067,155 11.00 The November 17, 2020 exchange agreements resolved the contingency related to the BCF and, accordingly, the contingent BCF was recognized as a deemed dividend for the purposes of determining the net loss attributable to common stockholders for calculating net loss per share. In addition, since the Company does not have retained earnings, the dividend has been recorded against additional paid-in capital. ENVVENO MEDICAL CORPORATION f/k/a HANCOCK JAFFE LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS Warrants A summary of warrant activity during the years ended December 31, 2021 and 2020 is presented below: Schedule of Stock Warrant Activity Common Stock Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 174,681 $ 127.50 Issued 1,702,810 9.26 Exercised (367,660 ) 8.13 Cancelled (2,029 ) 107.50 Outstanding, January 1, 2021 1,507,802 $ 20.10 5.3 $ 448,140 Issued 4,895,016 4.59 Exercised (52,827 ) 5.03 Cancelled (38,286 ) 16.10 Outstanding and exercisable, December 31, 2021 6,311,705 $ 8.80 4.2 $ 474,464 In November 2020 as part of resolving a dispute, the Company agreed to issue warrants to purchase 17,618 shares of common stock at a purchase price of $ 8.00 per share, and warrants to purchase 18,056 shares of common stock at a purchase price of $ 10.25 per share. These amounts were in dispute and were paid pursuant to an investment banking agreement dated February 12, 2020 in connection with financings which occurred in July and October 2020. The fair value of these warrants on the settlement date was $ 0.1 million and $ 0.1 million , respectively. The total amount of the payment to settle the dispute was $ 0.5 million, including the value of the warrants. and was included in the cost of the July and October financings. The fair value of the warrants was determined using the Black-Scholes method with the following assumptions: stock price of $ 8.00 and $ 10.35 , risk-free interest rate of 0.46 112.7 0 2.5 In November 2020 the Company’s Board of Directors approved the issuance of warrants to purchase 6,400 shares of common stock to an advisor and warrants to purchase 20,000 shares of common stock to certain participants in the preferred share exchange (see Note 10, Stockholders Equity – Series C Convertible Preferred Stock 188,804 and is included in accrued expenses. The Company determined their value using the Black-Scholes method with the following assumptions: stock price of $ 8.65 , risk-free interest rate of 0.36 %, volatility of 114.3 %, annual rate of quarterly dividends of 0 %, and an expected term of 2.5 to 3.5 years. ENVVENO MEDICAL CORPORATION f/k/a HANCOCK JAFFE LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS Warrants – Derivative Liabilities The warrants issued in connection with our February 25, 2020 Bridge Offering were determined to be derivative financial instruments when issued because the Company did not have control of the obligation to obtain shareholder approval by May 25, 2020 to increase the number of authorized shares or to approve a reverse stock split. The accounting treatment of derivative financial instruments required that the Company record the warrants as a liability at fair value and marked-to-market the instruments at fair values as of each subsequent balance sheet date. Any change in fair value is recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The warrant derivatives were valued as of the February 25, 2020 issuance date, as of the quarter ended March 31, 2020, as of June 30, 2020, and as of September 15, 2020 when the Company’s stockholders approved an increase in authorized shares in an amount sufficient to allow full exercise of these warrants. The value at issuance was $ 546,036 199,907 281,183 334,229 The derivative liability increased $ 53,046 211,807 The Company reassessed the classification at each balance sheet date to determine if it should be changed as a result of events during the period. On September 15, 2020, the fair value of derivative liabilities was reclassified to equity when the Company’s stockholders approved items comprising a Capital Event. Accordingly, there is no fair value of derivative liabilities as of December 31, 2020. The fair value of the warrants was determined using a Monte Carlo simulation, incorporating observable market data and requiring judgment and estimates. The following inputs and assumptions were used for the valuation of the derivative liability: Schedule of Assumption Used for Valuation of Derivative Liability February 25, 2020 March 31, 2020 June 30, 2020 September 15, 2020 Projected Volatility 97.1 % 102.7 % 102.7 % 110.7 % Risk-Free Rate 1.36 % 0.38 % 0.29 % 0.31 % Contractual Term (Years) 5 5 4.75 4.5 ● It was assumed the stock price would fluctuate with the Company’s projected volatility. ● The projected volatility was based on the historical volatility of the Company. ● If the Company was required to pay the fair value of the warrant in cash as of May 25, 2020, the obligation was discounted at the Company’s estimated cost of debt based on short-term C-CCC bond ratings of 19.5% and 28.5% ● The likelihood of the Company calling a shareholder meeting and achieving shareholder approval was 90% as of February 25, 2020 ● As June 30, 2020, the Company projected shareholder approval would not be obtained until approximately 8/31/20. No mandatory exercise was allowed prior to that date. ● Until the Company obtained shareholder approval to increase the authorized shares on September 15, 2020, we assumed the warrant holders have an option to require the Company to pay the fair value of the warrants. The derivative value at that date was $ 334,229 ENVVENO MEDICAL CORPORATION f/k/a HANCOCK JAFFE LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Schedule of Fair Value of Level 3 Derivative Liabilities on Fair Value of Recurring Basis Derivative Liabilities Balance – January 1, 2020 $ - Derivative liabilities associated with the issuance of common stock warrants 513,534 Derivative liabilities associated with the issuance of placement agent warrants 32,502 Change in fair value of derivative liabilities (211,807 ) Reclassification of warrant derivatives to equity (334,229 ) Balance – December 31, 2020 $ - |