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 November 30, 2021, enVVeno Medical Corporation (the “Company”) completed its 2021 annual meeting of stockholders (the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting as of the record date was 9,468,324 shares of common stock (there were 0 restricted stock awards eligible to vote as of the record date) (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 6,105,779 shares. At the Annual Meeting, the Company’s stockholders (i) elected Dr. Francis Duhay and Dr. Sanjay Shrivastava as Class I directors, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) approved an amendment to the Company’s Amended and Restated 2016 Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized to be awarded under the Plan to 4,500,000 shares, and (iv) approved an amendment to the Plan to provide that the number of shares subject to the Plan shall at all times be equal to at least 20% of the issued and outstanding shares of the Company on a fully diluted basis. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of Class I directors
Dr. Francis Duhay and Dr. Sanjay Shrivastava were elected as a Class I directors to serve for a three-year term that expires at the 2024 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 | ||
| Dr. Francis Duhay | 3,355,258 | 365,158 | ||
| Dr. Sanjay Shrivastava | 3,277,672 | 442,744 |
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, 2021 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 6,085,415 | 11,290 | 9,074 | 0 |
Proposal No. 3 – Amendment to Amended and Restated 2016 Omnibus Incentive Plan
The amendment to the Plan to increase the number of shares authorized to be awarded under the Plan to 4,500,000 shares was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 2,458,617 | 1,254,579 | 7,220 | 2,385,363 |
Proposal No. 4 – Amendment to the Evergreen Provision of the Amended and Restated 2016 Omnibus Incentive Plan
The amendment to the Plan to provide that the number of shares subject to the Plan shall at all times be equal to at least 20% of the issued and outstanding shares of the Company on a fully diluted basis was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 2,439,885 | 1,273,777 | 6,754 | 2,385,363 |
Item 7.01 Regulation FD Disclosure.
At the conclusion of the Annual Meeting, the Company indicated that by the end of this week, the Company expects to have nine (9) sites active and available to enroll patients in the Company’s SAVVE (Surgical Anti-reflux Venous Valve Endoprosthesis) U.S. clinical trial for its VenoValve.
Cautionary Note on Forward-Looking Statements
This Form 8-K contains, or may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, with respect to the number of active sites that are available to enroll patients in the Company’s SAAVE U.S. pivotal trial) may be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.
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 1, 2021 | /s/ Robert A. Berman |
| Robert A. Berman | |
| Chief Executive Officer |