Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
05 Maggio 2023 - 10:06PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 264361
Prospectus Supplement No. 1 to Reoffer Prospectus
of
enVVeno Medical Corporation
Up to 4,500,000 Shares of Common Stock under the
Amended and Restated 2016 Omnibus Incentive Plan
This Prospectus Supplement, dated
May 5, 2023 (this “Supplement”), supplements the reoffer prospectus filed as part of the Registration Statement on Form S-8
filed by enVVeno Medical Corporation (the “Company”, “us”, “our”
or “we”) with the Securities and Exchange Commission (the “SEC”) on April 18, 2022 (the “Prospectus”),
relating to the resale of common stock, par value $ 0.00001 per share (the “Common Stock”), of the Company which may be offered
and sold from time to time by certain of our executive officers and directors (the “Selling Stockholders”) who may be deemed
“affiliates” of the Company as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”),
who have acquired or will acquire such shares in connection with the exercise of stock options granted, and with stock or other awards
made, and with the purchase of stock under, the Company’s Amended and Restated 2016 Omnibus Incentive Plan (the “2016 Plan”).
This Supplement covers 4,500,000 shares of Common Stock (the “Shares”) including (i) shares of Common Stock (inclusive of
shares purchased pursuant to the restricted shares granted under the 2016 Plan), (ii) shares issuable upon exercise of options granted
under the 2016 Plan and (iii) shares issuable upon vesting of restricted stock units granted under the 2016 Plan that are owned by or
may in the future be issued to the Selling Stockholders.
You should read this Supplement
in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus, except to the extent the information
in this Supplement supersedes the information contained in the Prospectus.
Our Common Stock is quoted on
the Nasdaq Capital Market under the symbol “NVNO.” On May 3, 2023, the closing sales price of our Common Stock on the Nasdaq
Capital Market was $4.04 per share.
The
Shares may be offered from time to time by any or all of the Selling Stockholders through ordinary brokerage transactions, in negotiated
transactions or in other transactions, at such prices as such Selling Stockholder may determine, which may relate to market prices prevailing
at the time of sale or be a negotiated price. See “Plan of Distribution” in the Prospectus. Sales may be made through brokers
or to dealers, who are expected to receive customary commissions or discounts. We will not control or determine the price at which
a Selling Stockholder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares
are registered under applicable state law or that an exemption from registration is available.
The
Selling Stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities
Act, in which event any profit on the sale of shares of those Selling Stockholders and any commissions or discounts received by those
brokers or dealers may be deemed to be underwriting compensation under the Securities Act.
You should carefully read
and consider the risk factors under Item 1A beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2022
for risks relating to investment in the Company’s securities.
Neither the SEC nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this
Supplement. Any representation to the contrary is a criminal offense.
The information set forth under
the caption “Selling Stockholders” in the Prospectus is amended and restated in its entirety as set forth below and is provided
for the primary purpose of updating the table of selling stockholders contained in the Prospectus.
The date of this
Supplement is May 5, 2023
SELLING STOCKHOLDERS
The following table sets forth
(a) the name and position or positions with the Company of each Selling Stockholder; (b) the aggregate of (i) the number of shares of
Common Stock held by each Selling Stockholder as of the date of this Supplement and (ii) the number of shares issuable upon exercise of
options and vesting of restricted stock units granted to each Selling Stockholder under the 2016 Plan, as supplemented by this Supplement,
for resale by each Selling Stockholder as of the date of this Supplement; (c) the number of shares of Common Stock that each Selling Stockholder
may offer for sale from time to time pursuant to the Prospectus, as supplemented by this Supplement, whether or not such Selling Stockholder
has a present intention to do so; and (d) the number of shares of Common Stock to be beneficially owned by each Selling Stockholder following
the sale of all shares that may be so offered pursuant to the Prospectus, as supplemented by this Supplement, assuming no other change
in ownership of Common Stock by such Selling Stockholder after the date of this Supplement. Unless otherwise indicated, beneficial ownership
is direct and the person indicated has sole voting and investment power.
To our knowledge, none of our
officers and directors have a present intention to offer shares of Common stock for sale, although they retain the right to do so.
Inclusion of an individual’s
name in the table below does not constitute an admission that such individual is an “affiliate” of the Company.
Selling
Stockholder(1) | |
Principal
Position with the Company (2) | |
Shares
Owned
Prior to Resale
(3) | | |
Number
of Shares
Offered
for | | |
Shares
Beneficially Owned After Resale | |
| |
| |
Number | | |
Percent (4) | | |
Resale | | |
Number | | |
Percent (4) | |
Robert
A. Berman (5) | |
Director,
Chief Executive Officer | |
| 1,478,366 | | |
| 13.5 | % | |
| 1,470,990 | | |
| 7,376 | | |
| * | |
Marc
H. Glickman, M.D. (6) | |
Senior
Vice President and Chief Medical Officer | |
| 827,880 | | |
| 8.0 | % | |
| 826,280 | | |
| 1,600 | | |
| * | |
Hamed
Alavi (7) | |
Senior
Vice President and Chief Technology Officer | |
| 603,925 | | |
| 6.0 | % | |
| 603,925 | | |
| - | | |
| * | |
Craig
Glynn (8) | |
Chief
Financial Officer and Treasurer | |
| 503,925 | | |
| 5.1 | % | |
| 503,925 | | |
| - | | |
| * | |
Dr.
Francis Duhay, M.D. (9) | |
Director | |
| 40,847 | | |
| * | | |
| 31,355 | | |
| 9,492 | | |
| * | |
Dr.
Sanjay Shrivastava (9) | |
Director | |
| 31,575 | | |
| * | | |
| 30,575 | | |
| 1,000 | | |
| * | |
Robert
Gray (9) | |
Director | |
| 35,342 | | |
| * | | |
| 33,312 | | |
| 2,030 | | |
| * | |
Matthew
Jenusaitis (9) | |
Director | |
| 34,612 | | |
| * | | |
| 33,312 | | |
| 1,300 | | |
| * | |
|
* |
Less than 1%. |
|
|
|
|
(1) |
Except as otherwise noted below, the address for each person or entity listed in the table is c/o enVVeno Medical Corporation, 70 Doppler, Irvine, California 92618. |
|
(2) |
All positions described are with the Company, unless otherwise indicated. |
|
(3) |
The number of shares owned prior to resale by each Selling Stockholder includes (i) shares of Common Stock (inclusive of shares purchased pursuant to the restricted shares granted under the 2016 Plan), (ii) shares issuable upon exercise of options and (iii) shares issuable upon vesting of Restricted Stock Units granted to such Selling Stockholders under the 2016 Plan registered pursuant to the Prospectus for resale. Some of these shares may have been sold prior to the date of this Supplement. |
|
(4) |
Percentage is computed with reference to 9,471,932 shares of our Common Stock outstanding as of May 5, 2023 and assumes for each Selling Stockholder the sale of all shares offered by that particular Selling Stockholder under this prospectus. |
|
(5) |
Includes 1,270,990 shares of common stock that are issuable upon exercise of options and 200,000 shares of common stock that are issuable upon vesting of restricted stock units. |
|
(6) |
Includes 726,280 shares of common stock that are issuable upon exercise of options and 100,000 shares of common stock that are issuable upon vesting of restricted stock units. |
|
(7) |
Includes 553,925 shares of common stock that are issuable upon exercise of options and 50,000 shares of common stock that are issuable upon vesting of restricted stock units. |
|
(8) |
Includes 453,925 shares of common stock that are issuable upon exercise of options and 50,000 shares of common stock that are issuable upon vesting of restricted stock units. |
|
(9) |
Includes 27,687 shares of common stock that are issuable upon
exercise of options. |
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