8-K
enVVeno Medical Corp (NVNO)
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
Dateof Report (Date of earliest event reported): December 5, 2023
enVVenoMedical Corporation
(Exactname 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.) |
70Doppler
Irvine,California 92618
(Addressof principal executive offices) (Zip Code)
(949)261-2900
(Registrant’stelephone number, including area code)
N/A
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.00001 per share | NVNO | The<br> 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. ☒
Item5.07 Submission of Matters to a Vote of Security Holders.
On December 5, 2023, enVVeno Medical Corporation (the “Company”) completed its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting as of the record date was 13,316,636 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 9,148,893 shares. At the Annual Meeting, the Company’s stockholders (i) elected Mr. Robert C. Gray as a Class III director and (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
ProposalNo. 1 – Election of Class III directors
Mr. Robert C. Gray was elected as a Class III director to serve for a three-year term that expires at the 2026 annual meeting of stockholders or until his successor is elected and qualified or until his earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
|---|---|---|---|
| Mr.<br> Robert C. Gray | 5,479,538 | 887,767 | 2,781,588 |
ProposalNo. 2 – 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, 2023 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote |
|---|---|---|---|
| 9,040,316 | 87,979 | 20,598 | 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:<br> December 7, 2023 | /s/ Robert A. Berman |
| Robert<br> A. Berman | |
| Chief<br> Executive Officer |