enVVeno Medical Corp.

01/20/2026 | Press release | Distributed by Public on 01/20/2026 15:11

Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On Tuesday, January 20, 2026, enVVeno Medical Corporation (the "Company") effected a one-for-thirty-five (1:35) reverse stock split (the "Reverse Stock Split") of the shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"). To effect the Reverse Stock Split, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") which became effective as of 12:01 a.m. Eastern Standard Time on Tuesday, January 20, 2026. The Reverse Stock Split was approved by the Company's board of directors and by the stockholders of the Company.

As a result of the Reverse Stock Split, every thirty five (35) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 22,946,223 shares to 655,606 shares. Pursuant to their terms, proportional adjustments were also made to the Company's outstanding stock options and warrants such that the number of shares of Common Stock underlying such securities were reduced by a factor of 35 and the exercise prices of such securities were increased by a factor of 35 (by way of example, if prior to the Reverse Stock Split there was an outstanding warrant to purchase 3,500 shares of Common Stock at an exercise price of $0.30 per share, such warrant has now been adjusted following the Reverse Stock Split and is now a warrant to purchase 100 shares of Common Stock at an exercise price of $10.50). The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 250,000,000 shares.

The Company's transfer agent, Equiniti Trust Company, LLC, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split. The Common Stock has begun trading on a reverse stock split-adjusted basis as of Tuesday, January 20, 2026.

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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