enVVeno Medical Corp 8-K, filed Dec 12, 2025
enVVeno Medical Corp (NVNO)
About this 8-K
enVVeno Medical Corp filed this 8-K on December 12, 2025, reporting on events of December 11, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2025, enVVeno Medical Corporation (the “Company”) completed its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 11,058,255 shares of the Company’s common stock were represented in person or by proxy out of the 20,216,176 shares outstanding and entitled to vote as of October 17, 2025, the record date for the Annual Meeting. This constituted 54.70% of the voting power of the Company’s stockholders. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
| 1. | The Company’s stockholders elected Matthew M. Jenusaitis and Robert A. Berman as Class II directors to serve on the Board of Directors of the Company, each to serve for a three-year term that expires as the 2028 annual meeting of stockholders or until his successor is duly elected and qualified or until their earlier death, incapacity, removal or resignation. The results of voting on the proposal are set forth below: |
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Matthew M. Jenusaitis | 3,468,484 | 1,796,053 | - | |||
| Robert A. Berman | 4,727,591 | 536,946 | - |
| 2. | The Company’s stockholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers. The results of voting on the proposal are set forth below: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 3,194,141 | 1,962,414 | 107,982 | 5,793,718 |
| 3. | The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of CBIZ CPAs P. C. as the Company’s registered public accounting firm for the fiscal year ending December 31, 2025. The results of voting on the proposal are set forth below: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 10,859,815 | 136,140 | 62,300 | - |
| 4. | The Company’s stockholders voted against the adoption of the Company’s 2025 Equity Incentive Plan. As a result, the Company will not adopt the 2025 Equity Incentive Plan and the Company’s 2016 Omnibus Incentive Plan will remain in full force and effect. The results of voting on the proposal are set forth below: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 2,480,922 | 2,621,545 | 162,070 | 5,793,718 |
| 5. | The Company’s stockholders granted authority to the Company’s Board of Directors to effectuate a reverse stock split of the Company’s common stock at a ratio of between one-for-five and one-for-thirty-five, with such ratio to be determined at the sole discretion of the Board of Directors and with such reverse stock split to be effectuated at such time and date, if at all, as determined by the Board of Directors in its sole discretion. The results of voting on the proposal are set forth below: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 7,312,499 | 1,575,554 | 123,250 | - |
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 12, 2025 | /s/ Robert A. Berman |
| Robert A. Berman | |
| Chief Executive Officer |