enVVeno Medical Corp. Signs Material Definitive Agreement

TL;DR

enVVeno Medical Corp. just signed a big deal, filing an 8-K today.

AI Summary

On September 26, 2024, enVVeno Medical Corp. entered into a material definitive agreement. The company, formerly known as Hancock Jaffe Laboratories, Inc., is incorporated in Delaware and headquartered in Irvine, California.

Why It Matters

This filing indicates a significant new contract or partnership for enVVeno Medical Corp., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can carry inherent risks related to contract terms, performance obligations, and potential disputes.

Key Players & Entities

• enVVeno Medical Corp. (company) — Registrant
• Hancock Jaffe Laboratories, Inc. (company) — Former company name
• September 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Irvine, California (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share NVNO The NASDAQ Stock Mar
• $15 million — of) for gross proceeds of approximately $15 million. The pre-funded warrants are exercisabl
• $0.0001 — ate of issuance at an exercise price of $0.0001 per share and may be exercised at any t
• $3.50 — offering at a public offering price of $3.50 per share and $3.4999 per pre-funded wa
• $3.4999 — c offering price of $3.50 per share and $3.4999 per pre-funded warrant, less underwriti
• $4.025 — te of issuance, at an exercise price of $4.025 per share. The material terms of the of

Filing Documents

• form8-k.htm (8-K) — 41KB
• ex1-1.htm (EX-1.1) — 281KB
• ex4-1.htm (EX-4.1) — 116KB
• ex4-2.htm (EX-4.2) — 117KB
• ex5-1.htm (EX-5.1) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 17KB
• 0001493152-24-038828.txt ( ) — 879KB
• nvno-20240926.xsd (EX-101.SCH) — 3KB
• nvno-20240926_lab.xml (EX-101.LAB) — 33KB
• nvno-20240926_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): September 26, 2024 enVVeno Medical Corporation (Exact name of registrant as specified in its charter) Delaware 001-38325 33-0936180 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer 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 Indicate by check mark whether the registrant is an emerging growth company 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 1.01 Entry into a Material Definitive Agreement. On September 30, 2024, enVVeno Medical Corporation ("we," "us," "our," or the "Company") closed its recently announced public offering (the "offering") of common stock (and pre-funded warrants issued in lieu thereof) for gross proceeds of approximately $15 million. The pre-funded warrants are exercisable immediately on the date of issuance at an exercise price of $0.0001 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The securities in the offering were offered and sold by the Company pursuant to a prospectus supplement dated as of September 26, 2024 (the "Prospectus Supplement"), which was filed with the Securities and Exchange Commission (the "SEC") on September 30, 2024, in connection with a takedown from the Company's effective shelf registration statement on Form S-3, which was initially filed with the SEC on July 31, 2023, and subsequently declared effective on August 23, 2023 (File No. 333-273546) (the "Registration Statement"). The offering was conducted pursuant to an underwriting agreement (the "Agreement") between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC, as the sole bookrunner (the "Underwriter"), that was entered into on September 26, 2024. Pursuant to the Agreement, we sold 4,206,106 shares of common stock and pre-funded warrants to purchase 79,609 shares of common stock in the offering at a public offering price of $3.50 per share and $3.4999 per pre-funded warrant, less underwriting discounts and commissions. We also granted the Underwriter a 30-day option to purchase up to an additional 642,857 shares of common stock from the Company at the public offering price, less underwriting discounts and commissions. We also agreed to issue to the Underwriter a warrant to purchase 300,001 shares of common stock, which such warrant is exercisable commencing six months after closing of the offering, and will be exercisable for a period of five years from the date of issuance, at an exercise price of $4.025 per share. The material terms of the offering are described in the Registration Statement and the Prospectus Supplement. The Agreement contains customary representations, warranties and agreements of us. We also agreed in the Agreement to indemnify the Underwriter against certain liabilities. The foregoing descriptions of the Agreement, pre-funded warrant and underwriter warrant are not complete and are qualified in their entirety by reference to the full text of the Agreement, pre-funded warrant and underwriter warrant, copies of which are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on form 8-K and are incorporated by reference herein. The legal opinion and consent of Ellenoff Grossman & Schole LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated

View Full Filing

View this 8-K filing on SEC EDGAR