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enVVeno Medical Corp

For the period ended Dec 31, 2025. Filed Mar 26, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 26, 2026

NVNO$6.73-3.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________

Commission file number:001-38325

enVVeno Medical Corporation

(Exact name of registrant as specified in its charter)

Delaware33-0936180
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
70 Doppler, Irvine, California92618
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(949) 261-2900

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, $0.00001 par valueNVNOThe NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025 (the last business date of the registrant’s most recently completed second fiscal quarter), based on the last sale price of the registrant’s common stock on such date was $76.1 million.

As of March 24, 2026, there were 655,521 shares of common stock outstanding.

ENVVENO MEDICAL CORPORATION

TABLE OF CONTENTS

PART I
ITEM 1. Business2
ITEM 1A. Risk Factors6
ITEM 1B. Unresolved Staff Comments26
ITEM 1C. Cybersecurity26
ITEM 2. Properties27
ITEM 3. Legal Proceedings27
ITEM 4. Mine and Safety Disclosures27
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer of Equity Securities27
ITEM 6. Reserved28
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations28
ITEM 7A. Quantitative and Qualitative Disclosures and Market Risk31
ITEM 8. Consolidated Financial Statements and Supplementary Data31
ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures31
ITEM 9A. Controls and Procedures31
ITEM 9B. Other Information32
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections32
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance33
ITEM 11. Executive Compensation40
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters49
ITEM 13. Certain Relationships and Related Transactions, and Director Independence51
ITEM 14. Principal Accounting Fees and Services51
PART IV
ITEM 15. Exhibits and Consolidated Financial Statements Schedules52
Signatures55
Consolidated Financial Statements and Supplementary DataF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.