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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): November 30, 2022

 

enVVeno Medical Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-38325   33-0936180
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   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
Warrants to Purchase Common Stock   NVNOW   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 November 30, 2022, enVVeno Medical Corporation (the “Company”) completed its 2022 annual meeting of stockholders (the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting as of the record date was 9,471,932 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 5,450,210 shares. At the Annual Meeting, the Company’s stockholders (i) elected Mr. Robert A. Berman and Mr. Matthew M. Jenusaitis as Class II directors and (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

 

Proposal No. 1 – Election of Class I directors

 

Mr. Robert A. Berman and Mr. Matthew M. Jenusaitis were elected as a Class II directors to serve for a three-year term that expires at the 2025 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 
Mr. Robert A. Berman   2,378,488    697,978    2,373,744 
Mr. Matthew M. Jenusaitis   1,869,004    1,207,462    2,373,744 

 

Proposal No. 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, 2022 was ratified. The voting results were as follows:

 

Shares Voted For   Shares Voted Against   Shares Abstaining   Broker Non-Vote
5,445,167   4,108   935   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 6, 2022 /s/ Robert A. Berman
  Robert A. Berman
  Chief Executive Officer

 

 

 

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