APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN
At the Annual Meeting, our stockholders will be asked to consider and vote upon a proposal to approve the enVVeno Medical Corporation 2025 Equity Incentive Plan, which is referred to herein as the “2025 Plan,” a copy of which is attached to this Proxy Statement as Annex A.
On October 25, 2025, our Board adopted and approved the 2025 Plan, subject to stockholder approval. The 2025 Plan will become effective on the date it is approved by our stockholders at the 2025 Annual Meeting and, following stockholder approval, no additional stock awards will be granted under the Company’s 2016 Omnibus Incentive Plan (the “2016 Plan”) provided that any awards outstanding will continue to be outstanding and in effect, until they are exercised, vest or are terminated under the provisions of the applicable plan.
If the 2025 Plan is not approved by our stockholders, it will not become effective and no awards will be granted thereunder, and the Company may continue to make grants under the 2016 Plan subject to the terms of those plans, as applicable.
Reasons for the Adoption of the 2025 Plan
Management has determined that it is in the best interests of the Company to replace the 2016 Plan with the 2025 Plan, pursuant to which we will be able to grant awards of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent awards, and other stock- and cash-based awards.
Summary of Material Terms of the 2025 Plan
The following is a summary of the material features of the 2025 Plan. This summary is qualified in its entirety by the full text of the 2025 Plan, a copy of which is included as Annex A to this Proxy Statement.
Purpose
The purpose of the 2025 Plan is to enhance the ability of the Company to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire shares and other securities of the Company. Additionally, the 2025 Plan is intended to align the interests of these individuals to those of the Company’s other stockholders.
Eligibility
Employees, directors and consultants are eligible to receive awards pursuant to the 2025 Plan, subject to the 2025 Plan’s conditions and limitations. No service provider shall have any right to be granted an award pursuant to the 2025 Plan, and neither the Company nor the administrator is obligated to treat service providers, participants, or other persons uniformly.
Administration
The 2025 Plan will be administered by the board of directors (the “Board”), a committee (the “Committee”) to the extent the Board’s powers and authorities under the 2025 Plan have been delegated to a Committee, or any officer that has been delegated authority (collectively, the “Administrator”). The Administrator will have full power to (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this plan and any instrument or agreement relating to, or award granted under, this plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the administrator shall deem appropriate for the proper administration of this plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) to reprice
