UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2024
enVVeno Medical Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-38325 | 33-0936180 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
70 Doppler
Irvine, California 92618
(Address of principal executive offices) (Zip Code)
(949) 261-2900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | NVNO | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 18, 2024, enVVeno Medical Corporation (the “Company”) completed its 2024 annual meeting of stockholders (the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting as of the record date was 17,535,948 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 11,366,486 shares. At the Annual Meeting, the Company’s stockholders (i) elected Dr. Francis Duhay and Dr. Sanjay Shrivastava as Class I directors, (ii) approved on a non-binding, advisory basis the compensation of the Company’s named executive officers, (iii) selected “1 year” as the preferred frequency for conducting future stockholder advisory votes on named executive officer compensation on a non-binding, advisory basis, and (iv) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of Class I Directors
Dr. Francis Duhay and Dr. Sanjay Shrivastava were elected as Class I directors to serve for a three-year term that expires at the 2027 annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||
| Dr. Francis Duhay | 3,607,466 | 2,459,268 | 5,299,752 | |||
| Dr. Sanjay Shrivastava | 4,618,871 | 1,447,863 | 5,299,752 |
Proposal No. 2 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The stockholders approved the non-binding advisory resolution approving the compensation of the Company’s named executive officers. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 3,255,160 | 2,665,653 | 145,921 | 5,299,752 |
Proposal No. 3 – Approval, on a Non-Binding, Advisory Basis of the Frequency of Conducting Future Stockholder Advisory Votes on Named Executive Officer Compensation
The stockholders voted in favor of “1 Year” as the preferred frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. The voting results were as follows:
| Shares Voted For 1 Year | Shares Voted For 2 Year | Shares Voted For 3 Year | Shares Abstaining | |||
| 3,976,538 | 330,459 | 1,630,287 | 129,450 |
As a result of the foregoing, the Company will hold a non-binding, advisory vote on the compensation of the Company’s named executive officers on an annual basis.
Proposal No. 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 11,071,482 | 233,605 | 61,399 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVVENO MEDICAL CORPORATION | |
| Dated: December 23, 2024 | /s/ Robert A. Berman |
| Robert A. Berman | |
| Chief Executive Officer |
