enVVeno Medical Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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) Delaware 33-0936180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 70 Doppler Irvine , California 92618 (Address of principal executive offices) (949) 261-2900 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on Which Registered: Ticker Symbol Common Stock, $0.00001 par value The NASDAQ Stock Market LLC NVNO 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of October 28, 2024, there were 17,536,000 shares of common stock outstanding. ENVVENO MEDICAL CORPORATION TABLE OF CONTENTS PART I FINANCIAL INFORMATION 1 ITEM 1. Financial Statements (Unaudited) 1 Condensed Balance Sheets as of September 30, 2024 and December 31, 2023 1 Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023 2 Condensed Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2024 and 2023 3 Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 4 Notes to Condensed Financial Statements 5 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 15 ITEM 4. Controls and Procedures 15 PART II OTHER INFORMATION 16 ITEM 1. Legal Proceedings 16 ITEM 1A. Risk Factors 16 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 ITEM 3. Defaults Upon Senior Securities 16 ITEM 4. Mine Safety Disclosures 16 ITEM 5. Other Information 16 ITEM 6. Exhibits 17 Signatures 18 i PART I – FINANCIAL INFORMATION ITEM 1 – Financial Statements ENVVENO MEDICAL CORPORATION CONDENSED BALANCE SHEETS (Unaudited) September 30, 2024 December 31, 2023 (In thousands except par values, unless otherwise indicated) Assets Current Assets: Cash and cash equivalents $ 17,915 $ 3,620 Short-term investments 30,464 42,792 Prepaid expenses and other current assets 672 511 Total current assets 49,051 46,923 Property and equipment, net 218 334 Operating lease right-of-use assets, net 1,090 1,347 Security deposits and other assets 31 31 Total assets $ 50,390 $ 48,635 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable, accrued expenses and other current liabilities $ 1,872 $ 1,033 Current portion of operating lease liabilities 357 338 Total current liabilities 2,229 1,371 Long-term operating lease liabilities 791 1,064 Total liabilities 3,020 2,435 Commitments and Contingencies - - Stockholders’ Equity: Preferred stock, par value $ 0.00001 , 10,000 shares authorized: no shares issued or outstanding - - Common stock, par value $ 0.00001 , 250,000 shares authorized, 17,536 and 13,317 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively - - Additional paid-in capital 192,996 176,236 Accumulated deficit ( 145,626 ) ( 130,036 ) Total stockholders’ equity 47,370 46,200 Total liabilities and stockholders’ equity $ 50,390 $ 48,635 See Notes to these Unaudited Condensed Financial Statements 1 ENVVENO MEDICAL CORPORATION CONDENSED STATEMENTS OF OPERATIONS (Unaudited) 2024 2023 2024 2023 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2024 2023 2024 2023 (In thousands, except per share data) Operating Expenses: Research and development expenses 2,859 2,798 8,736 10,602 Selling, general and administrative expenses 3,311 2,551 8,391 8,358 Loss from Operations ( 6,170 ) ( 5,349 ) ( 17,127 ) ( 18,960 ) Other Income: Realized gain from sales of trading securities 428 148 1,215 398 Unrealized gain from trading securities 6 156 96 567 Interest income, net 94 44 226 128 Total Other Income 528 348 1,537 1,093 Net Loss $ ( 5,642 ) $ ( 5,001 ) $ ( 15,590 ) $ ( 17,867 ) Net Loss Per Basic and Diluted Common Share: $ ( 0.35 ) ( 0.45 ) ( 0.97 ) ( 1.59 ) Weighted Average Number of Common Shares Outstanding: Basic and Diluted 16,067 11,231 16,063 11,231 See Notes to these Unaudited Condensed Financial Statements 2 ENVVENO MEDICAL CORPORATION CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, unless otherwise indicated) (Unaudited) Shares Amount Capital Deficit Equity Three Months Ended September 30, 2024 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at July 1, 2024 13,330 - $ 178,402 $ ( 139,984 ) $ 38,418 Common Stock and Warrants Issued in Public Offering 4,206 - 13,591 - 13,591 Share-Based Compensation - - 1,003 - 1,003 Net loss - - - ( 5,642 ) ( 5,642 ) Balance at September 30, 2024 17,536 $ - $ 192,996 $ ( 145,626 ) $ 47,370 Shares Amount Capital Deficit Equity Three Months Ended September 30, 2023 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at July 1, 2023 9,472 - $ 148,198 $ ( 119,386 ) $ 28,812 Share-Based Compensation - - 1,104 - 1,104 Net loss - - - ( 5,001 ) ( 5,001 ) Balance at September 30, 2023 9,472 $ - $ 149,302 $ ( 124,387 ) $ 24,915 Shares Amount Capital Deficit Equity Nine Months Ended September 30, 2024 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at January 1, 2024 13,317 $ - $ 176,236 $ ( 130,036 ) $ 46,200 Common Stock and Warrants Issued in Public Offering 4,206 - 13,591 - 13,591 Share-Based Compensation - - 3,123 - 3,123 Options exercised 13 - 46 - 46 Net loss - - - ( 15,590 ) ( 15,590 ) Balance at September 30, 2024 17,536 $ - $ 192,996 $ ( 145,626 ) $ 47,370 Shares Amount Capital Deficit Equity Nine Months Ended September 30, 2023 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at January 1, 2023 9,472 $ - $ 145,249 $ ( 106,520 ) $ 38,729 Balance 9,472 $ - $ 145,249 $ ( 106,520 ) $ 38,729 Share-Based Compensation - - 4,053 - 4,053 Net loss - - - ( 17,867 ) ( 17,867 ) Balance at September 30, 2023 9,472 $ - $ 149,302 $ ( 124,387 ) $ 24,915 Balance 9,472 $ - $ 149,302 $ ( 124,387 ) $ 24,915 See Notes to these Unaudited Condensed Financial Statements 3 ENVVENO MEDICAL CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (In thousands, unless otherwise indicated) (Unaudited) 2024 2023 For the Nine Months Ended September 30, 2024 2023 Cash Flows from Operating Activities Net loss $ ( 15,590 ) $ ( 17,867 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 3,123 4,052 Depreciation and amortization 149 165 Amortization of right-of-use assets 257 247 Unrealized gain from investments, net ( 96 ) ( 567 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 118 ) ( 155 ) Security deposit and other assets ( 43 ) ( 8 ) Accounts payable, accrued expenses and other current liabilities 839 484 Operating lease liabilities ( 254 ) ( 236 ) Net Cash Used in Operating Activities ( 11,733 ) ( 13,885 ) Cash Flows from Investing Activities Purchase of property and equipment ( 33 ) ( 29 ) Purchases of investments ( 33,420 ) ( 24,276 ) Maturities of investments 45,844 38,581 Net Cash Provided by Investing Activities 12,391 14,276 Cash Flows from Financing Activities Proceeds from public offering 13,591 - Proceeds from stock option exercises 46 - Net Cash Provided by Financing Activities 13,637 - Net Increase in Cash, Cash Equivalents 14,295 391 Cash, cash equivalents - Beginning of period 3,620 4,555 Cash, cash equivalents - End of period $ 17,915 $ 4,946 See Notes to these Unaudited Condensed Financial Statements 4 ENVVENO MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 – Business Organization and Nature of Operations enVVeno Medical Corporation (the “Company”) is a late clinical-stage medical device company focused on the advancement of innovative bioprosthetic (tissue-based) solutions to improve the standard of care for the treatment of venous disease. The Company is developing surgical and non-surgical replacement venous valves for patients suffering from severe Chronic Venous Insufficiency (“CVI”) of the deep venous system of the leg. The Company’s lead product is the VenoValve®, which is a potential first-in-class surgical replacement venous valve that is currently being evaluated in a U.S. pivotal study. The Company is also developing a second product called enVVe®, which is a potential first-in-class, non-surgical, transcatheter based replacement venous valve system consisting of the enVVe valve, the enVVe delivery system, and the delivery system accessories. The Company is currently conducting pre-clinical testing on enVVe. Both the VenoValve and enVVe are designed to act as one-way valves, to help assist in propelling blood up the veins of the leg, and back to the heart and lungs. The VenoValve and enVVe are being developed first for approval by the U.S. Food and Drug Administration (FDA). We expect the VenoValve to be eligible for FDA approval first, followed two to three years later by enVVe. If approved, we expect the VenoValve and enVVe to co-exist, with the VenoValve as a surgical replacement venous valve option and enVVe as a non-surgical replacement venous valve option. Note 2 – Management’s Liquidity Plan As of September 30, 2024, the Company had a cash and investment balance of $ 48.4 million and working capital of $ 47.3 million. Although the Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to sustain its operations, pursue its product development initiatives and penetrate markets for the sale of its products, management believes that the Company’s capital resources are sufficient to meet its obligations as they become due within one year after the date of this Quarterly Report, and sustain operations. 5 ENVVENO MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 3 – Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full year. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. The accompanying condensed balance sheet as of December 31, 2023 has been derived from the Company’s audited financial statements. Note 4 – Investments The components of investments were as follows at September 30, 2024 and December 31, 2024: Schedule of Components of Investments (In thousands) September 30, 2024 December 31, 2023 Cash Equivalents Short-Term Investments Cash Equivalents Short-Term Investments Fair Value Level 1 U.S. Government securities $ 3,794 $ 30,464 $ 3,187 $ 42,792 Total debt investments $ 3,794 $ 30,464 $ 3,187 $ 42,792 Unrealized and realized gains and losses on the accompanying statement of operations result from fixed-income securities and are primarily attributable to changes in interest rates. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence. 6 ENVVENO MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 5 – Concentrations The Company maintains cash with major financial institutions. Cash held in United States bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 at each institution. There were aggregate uninsured cash balances of $ 14.9 million and $ 3.4 million as of September 30, 2024 and December 31, 2023, respectively. Note 6 – Accounts Payable, Accrued Expenses and Other Current Liabilities As of September 30, 2024, and December 31, 2023, accounts payable, accrued expenses and other current liabilities consist of the following: Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (In thousands) September 30, 2024 December 31, 2023 Accounts payable $ 894 $ 427 Accrued compensation costs 446 478 Other accrued expenses 532 128 Total accrued expenses and other current liabilities $ 1,872 $ 1,033 Note 7 – Commitments and Contingencies Litigations Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. 7 ENVVENO MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 8 – Stockholders’ Equity Equity Issuance The Company consummated a public offering on September 30, 2024 whereby it raised net proceeds of $ 13.3 million and issued 4.2 million shares of common stock, 0.1 million prefunded warrants and 0.3 million warrants to the underwriter. The weighted average exercise price of the warrants is $ 3.18 . Transaction fees in connection with the capital raise were $ 1.4 million. The warrants have a fair value of $ 1.0 million based on the Black Scholes method and the following weighted average input assumptions: Schedule of Estimated Fair values and Assumptions Contractual term in years 5 Volatility 102 % Risk free interest rate 4 % Dividend yield 0 % Stock Options Stock-based compensation is reflected in selling, general and administrative expenses in the accompanying condensed statements of operations and was $ 1.0 million and $ 1.1 million during the three months ended September 30, 2024 and 2023, respectively, and $ 3.1 million and $ 4.1 million during the nine months ended September 30, 2024 and 2023. As of September 30, 2024, there was $ 4.3 million of unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over the weighted average remaining vesting period of 1.9 years. Note 9 – Net Loss per Share The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of September 30, 2024 and 2023: Schedule of Dilutive Net Loss Per Common Share (In thousands) 2024 2023 September 30, (In thousands) 2024 2023 Shares of common stock issuable upon exercise of warrants 9,847 4,506 Shares of common stock issuable upon exercise of options 5,552 4,254 Potentially dilutive common stock equivalents excluded from diluted net loss per share 15,399 8,760 8 Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited condensed financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Quarterly Report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Such forward-looking statements involve significant risks and uncertainties. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. Such forward-looking statements also involve other factors which may cause our actual results, performance or achievements to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this Quarterly Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Unless the context requires otherwise, references in this document to “NVNO”, “we”, “our”, “us” or the “Company” are to enVVeno Medical Corporation. Overview enVVeno Medical Corporation is a late clinical-stage medical device company focused on the advancement of innovative bioprosthetic (tissue-based) solutions to improve the standard of care for the treatment of venous disease. Chronic Venous Disease (“CVD”) is the world’s most prevalent chronic disease, impacting approximately 70% of the adult population of the U.S. Chronic Venous Insufficiency (“CVI”), is a large subset of CVD, which most often occurs when valves inside of the veins of the leg become damaged, resulting in the backwards flow of blood (reflux), blood pooling in the lower leg, increased pressure in the veins of the leg (venous hypertension) and in severe cases, venous ulcers that are difficult to heal. The Company is developing surgical and non-surgical replacement venous valves for patients suffering from severe CVI of the deep venous system of the leg. The Company’s lead product is the VenoValve®, which is a potential first-in-class surgical replacement venous valve that is currently being evaluated in a U.S. pivotal study called the SAVVE trial (Surgical Anti-reflux Venous Valve Endoprosthesis). Definitive one year data from SAVVE is expected to be released in the fourth quarter of 2024. The Company is also developing the next generation replacement venous valve called enVVe®, which will be delivered via transcatheter as opposed to an open surgery. The Company is conducting pre-clinical testing on enVVe and currently expects to be ready to file for IDE approval for the enVVe pivotal trial in mid 2025. Both the VenoValve and enVVe are designed to act as one-way valves, to help assist in propelling blood up the veins of the leg, and back to the heart and lungs. The VenoValve and enVVe are being developed first for approval by the U.S. Food and Drug Administration (“FDA”). We expect to be eligible to file for FDA approval of the VenoValve in the fourth quarter of 2024 followed approximately three years later by enVVe. If approved, we expect the VenoValve and enVVe to co-exist, with the VenoValve as a surgical replacement venous valve option and enVVe as a non-surgical replacement venous valve option, although we cannot provide any assurance that either the VenoValve or enVVe will receive approval from the FDA. There are currently no devices approved as surgical or non-surgical replacement venous valves, and there are currently no effective treatments for deep venous CVI caused by incompetent valves. Our team of officers and directors has been affiliated with numerous medical devices that have received FDA approval or CE marking and that have been commercially successful. We develop and manufacture both the VenoValve and EnVVe in a 14,000 sq. ft. leased manufacturing facility in Irvine, California, which has been ISO 13485-2016 certified for the design, development and manufacturing of tissue based implantable medical devices. 9 CVI Background Chronic venous disease (CVD) is the world’s most prevalent chronic disease. CVD is clinically classified using a standardized system known as CEAP (clinical, etiological, anatomical, and pathophysiological). The CEAP system consists of seven clinical classifications (C0 to C6) with C4, C5 and C6 being the most severe categories of CVD. Chronic Venous Insufficiency (CVI) is a large subset of CVD and is generally used to describe patients with C4 to C6 CVD. CVI is a debilitating condition that affects the venous system of the leg causing pain, swelling, edema, skin changes, and ulcerations. The human leg contains three vein systems: the deep vein system, the superficial vein system, and the perforator vein system which connects the deep system to the superficial system. The deep venous system is located below the muscle and facia in the center portion of the leg and is responsible for approximately 90% of the blood flow. In order for blood to return to the heart from the foot, ankle, and lower leg, the calf muscle serves as a pump and pushes the blood up the veins of the leg against gravity and through a series of one-way valves. Each valve is supposed to open as blood passes through, and then close as blood progresses up the veins of the leg to the next valve. CVI occurs when the one-way valves in the veins of the leg fail and become incompetent. When the valves fail, gravity causes the blood to flow backwards and in the wrong direction (reflux). As blood pools in the lower leg, pressure inside the veins increases (venous hypertension). Reflux, and the resulting venous hypertension, causes the leg to swell, resulting in debilitating pain, and in the most severe cases, venous ulcers. Severe CVI sufferers experience a significantly reduced quality of life. Daily activities such as preparing meals, housework, dressing, and personal hygiene (washing and bathing) become difficult due to reduced mobility. For many severe CVI sufferers, intense pain, which frequently occurs at night, prevents them from getting adequate sleep. Severe CVI sufferers are known to miss approximately 40% more workdays than the average worker. A high percentage of venous ulcer patients also experience severe itching, leg swelling, and an odorous discharge. Wound dressing changes, which occur several times a week, can be extremely painful. Venous ulcers from deep venous CVI are very difficult to heal, and a significant percentage of venous ulcers remain unhealed for more than a year. Even if healed, recurrence rates for venous ulcers are known to be high (20% to 40%) within the first year and as high as 60% after five years. Patients with severe CVI often become housebound and experience social isolation due to difficulty with ambulation. As a result, studies have shown that patients with active venous ulcers experience higher rates of anxiety and depression, with reported rates of anxiety of up to 30% and depression up to 40%. Rates of depression caused by venous ulcers among the elderly are even higher, with 48% of elderly venous ulcer patients having severe depressive symptoms. Prevalence is generally defined as the portion of the population that has a given condition. Estimates indicate that the prevalence of people in the U.S. with severe, deep venous CVI (C4 to C6 disease) with reflux to be approximately 20 million. Incidence is generally defined as the number of new cases of an ailment that develop in a given time period. We estimate that approximately 3.5 million new patients with severe deep venous CVI are diagnosed each year in the U.S. including patients that develop venous leg ulcers (C6 patients). The average patient seeking treatment of a venous ulcer spends as much as $30,000 a year on wound care, and the total direct medical costs from venous ulcer sufferers in the U.S. has been estimated to exceed $3 billion a year. 10 VenoValve The VenoValve is a replacement venous valve developed at enVVeno Medical to be surgically implanted in the deep venous system of the leg to treat severe CVI caused by valvular incompetence. By lowering pressure (venous hypertension) within the deep venous system of the leg, the VenoValve has the potential to reduce or eliminate the symptoms of severe deep venous CVI, including the potential to heal recurring venous leg ulcers. The VenoValve is implanted into the femoral vein of the patient in an open surgical procedure via a 5-to-6-inch incision in the upper thigh. As our planned initial entrant to the replacement venous valve market, we estimate that approximately 2.5 million people each year with severe deep venous CVI in the U.S. would be candidates for the VenoValve. The VenoValve has been granted Breakthrough Device designation by the FDA. VenoValve Clinical Status In March of 2021 we received IDE approval from the FDA to begin the VenoValve pivotal study. An investigational device exemption or IDE from the FDA is required before a medical device company can proceed with a pivotal trial for a Class III medical device. This approval allowed us to proceed with our U.S. pivotal study for the VenoValve which is called the SAVVE (Surgical Anti-reflux Venous Valve Endoprosthesis) clinical study. The SAVVE study is a prospective, non-blinded, single arm, multi-center study of seventy-five (75) CVI patients enrolled at 21 U.S. sites. Efficacy endpoints for the SAVVE pivotal study include rVCSS scores, which are used to provide evidence of clinically meaningful benefit, as well as reflux time measurements, VAS pain scores, quality of life measurements, ulcer healing (for CEAP class C6 patients), and intra-operative and one-year vein patency and valve functionality. Safety endpoints include device related events and procedure related events including mortality, pulmonary embolism, ipsilateral deep vein thrombosis, infection and bleeding. We achieved full enrollment of 75 subjects in the SAVVE trial on September 1, 2023, having enrolled eighteen (18) patients over the final two (2) months of the study. 11 On November 16, 2023, we presented preliminary device related thirty-day Device Related Material Adverse Event (“MAE”) data at the 50th Annual VEITH Symposium. The preliminary device related MAE rate for the fully enrolled 75 subject study was eight percent (8%). MAEs for the SAVVE study are defined as all-cause mortality, pulmonary embolisms (“PEs”), ipsilateral deep vein thromboses (“DVTs”), bleeding, and deep wound infections, occurring within thirty (30) days of enrollment in the study, being either device or procedure related. The device related MAEs presented at the conference indicated no deaths, no pulmonary embolisms, and six (6) DVTs, from the fully enrolled cohort of 75 patients. Subsequent to the VEITH presentation, two (2) of the DVTs were adjudicated by the SAVVE Clinical Events Committee (“CEC”) as being moderate and four (4) of the DVTs were adjudicated as being mild. In addition to the DVTs, the safety report also noted a higher-than-expected rate of pocket wound hematomas (anti-coagulation related bleeding outside of the target vein within the surgical cavity) within the first two (2) weeks after surgery, which were deemed to be moderate in severity by the CEC, as well as an expected rate of procedure related wound infections at the site of the skin incisions. The bleeds and wound infections were acute in nature and had no lasting negative impact on patient health or clinical outcomes. On March 6, 2024, we released initial, six-month topline preliminary revised Venous Clinical Severity Score (rVCSS) efficacy data from the SAVVE study at the VENOUS2024 American Venous Forum Annual Meeting, in Tampa Florida. The data released at VENOUS 2024 indicated that, overall, 97% of the study patients receiving the VenoValve showed clinical improvement as measured by rVCSS at six months, compared to baseline, with 74% of the study patients improving the three (3) or more rVCSS points needed to demonstrate VenoValve’s clinical meaningful benefit (the “Clinical Meaningful Benefit”). The average improvement among the Clinical Meaningful Benefit cohort was 8 points, more than two and a half times the amount of rVCSS improvement required to demonstrate that the VenoValve provides Clinical Meaningful Benefit. On April 24, 2024, follow-on preliminary rVCSS data was presented at the 46th Annual Charing Cross Symposium in London, England. At a weighted average subject follow-up of 11.64 months, the average improvement among the Clinical Meaningful Benefit (≥ 3 point rVCSS improvement) patient cohort was 8.46 points, including 9.29 points for patients at the two-year milestone, 8.08 points for patients at the one-year milestone, and 8.71 points for patients at the six-month milestone. All rVCSS evaluations were based on the patient’s most recent clinical visit, compared to baseline. Overall, 94% of the study patients receiving the VenoValve showed clinical improvement as measured by rVCSS, at a weighted-average patient follow-up of 11.04 months for the clinical improvement cohort, and 72% of the study patients improved the three or more rVCSS points needed to demonstrate the VenoValve’s Clinical Meaningful Benefit, at a weighted-average patient follow-up of 11.64 months for the Clinical Meaningful Benefit cohort. Total patient follow-up was 762 months for the clinical improvement cohort and 582 months for the Clinical Meaningful Benefit cohort. On June 21, 2024, the Company presented data showing significant improvement for patients with venous ulcers enrolled in the SAVVE study at the Society for Vascular Surgery 2024 Vascular Annual Meeting in Chicago. The data presented included twenty-one venous ulcer patients who had reached their one-year milestone, representing thirty venous ulcers. Overall, 91% of venous ulcer patients evaluated at one year either had fully healed ulcers or ulcers that had improved. Of that group, 100% of venous ulcers with a duration of one year or less prior to VenoValve surgery were fully healed, with the majority (67%) fully healed 90 days after VenoValve surgery. For those with venous ulcers with a duration of more than one year prior to VenoValve surgery, 89% were either fully healed or improved at one year, representing a decrease in average of total ulcers of 85%. In addition, none of the patients with a fully healed venous ulcer had experienced an ulcer recurrence. The FDA has indicated that one-year data on all patients will be necessary prior to completing the application seeking pre-market approval (“PMA”) for the VenoValve. On August 14, 2024, the Company announced it had filed and the FDA had approved four of the required five modules of its PMA application. The Company expects to file the fifth and final module of its PMA application in Q4 of 2024. enVVe On September 21, 2022, we announced the development of a non-surgical transcatheter based replacement venous valve called enVVe®, for the treatment of CVI of the deep veins of the leg. enVVe is designed to be delivered into the femoral vein of the patient via a minimally invasive procedure requiring no general anesthesia and no overnight hospital stay. Due to the minimally invasive nature of the procedure, we expect to be able to reach patients with less severe CVI or who may otherwise be poor candidates for a surgical device, and estimate the U.S. market for enVVe to be approximately 3.5 million patients. On October 28, 2024, we announced the successful start to a six-month pre-clinical GLP study for enVVe. The first wave of implants, for the long-term subjects, was successfully completed, with the final wave for the shorter-term subjects scheduled for December. The GLP study is a prerequisite to seeking IDE approval from the FDA to begin the enVVe U.S. pivotal study. The Company expects to file for IDE approval for the enVVe pivotal study in mid 2025. Capital We finished 2023 with approximately $46.4 million of cash and investments and had approximately $48.4 million of cash and investments at September 30, 2024. Our future capital requirements will remain dependent upon a variety of factors, especially including the success of our clinical trials, related product development costs, and our ability to successfully bring products to market. We anticipate that our cash burn rate will increase from current levels of approximately $4 million to $5 million per quarter as we conduct our clinical trials and work toward bringing our product candidates to market. On September 30, 2024, we closed a public offering raising approximately $13.6 million net cash proceeds. Based on management’s current expectations, this capital has the potential to fund the Company through several significant milestones, including the anticipated FDA pre-market approval of the VenoValve, the beginning of preparations for VenoValve commercialization, and the initial stages of the pivotal trial for enVVe. Although we expect our quarterly cash burn rate will increase over time to support these milestones, after the additional proceeds from our offering, we believe we have sufficient cash to fund operations past what we expect will be regulatory approval of the VenoValve and the start of the enVVe pivotal trial. 12 Comparison of the three months ended September 30, 2024 and 2023 Overview We reported net losses of $5.6 million and $5.0 million for the three months ended September 30, 2024 and 2023, respectively, representing an increase in net loss of $0.6 million or 12%, due to an increase in operating expenses of $0.8 million, and an increase in other income of $0.2 million. Revenues As a developmental stage Company, we are not currently generating revenue and our future revenue, if any, is expected to be diminutive in the near future and dependent on our ability to commercialize our product candidates. Research and Development Expenses For the three months ended September 30, 2024, research and development expenses increased by $0.1 million or 2%, to $2.9 million from $2.8 million for the three months ended September 30, 2023. This increase primarily resulted from $0.2 million in increased personnel costs to support the SAVVE study and enVVe development, partially offset by a $0.1 million decrease in lab costs. Selling, General and Administrative Expenses For the three months ended September 30, 2024, selling, general and administrative expenses increased by $0.7 million or 27%, to $3.3 million from $2.6 million for the three months ended September 30, 2023. This increase was due to a $0.2 million increase in consulting expense related to market research for the Company’s products, and a $0.7 million increase in legal costs, partially offset by a $0.1 million decrease in share-based compensation, and a $0.1 million decrease in travel expenses due to full enrollment of the SAVVE study during 2023 resulting in less travel to study sites in 2024. Other Income For the three months ended September 30, 2024, other income increased $0.2 million or 52.0% to $0.5 million from $0.3 million for the three months ended September 30, 2023. Other income in both periods reflects realized gains, interest, and unrealized gains from our program to invest excess cash in US Treasury bills. Comparison of the nine months ended September 30, 2024 and 2023 Overview We reported net losses of $15.6 million and $17.9 million for the nine months ended September 30, 2024 and 2023, respectively, representing a decrease in net loss of $2.3 million, or 13%, due to a decrease in operating expenses of $1.8 million, and an increase in other income of $0.4 million. Revenues As a developmental stage Company, we are not currently generating revenue and our future revenue, if any, is expected to be diminutive in the near future and dependent on our ability to commercialize our product candidates. 13 Research and Development Expenses For the nine months ended September 30, 2024, research and development expenses decreased by $1.9 million or 18%, to $8.7 million from $10.6 million for the nine months ended September 30, 2023. This decrease resulted from a $2.7 million reduction in costs related the SAVVE study as it reached full enrollment during the 2023 period requiring less study related enrollment activity during the 2024 period, partially offset by $0.8 million higher compensation cost due to increases in staffing. Selling, General and Administrative Expenses For the nine months ended September 30, 2024, selling, general and administrative expenses of $8.4 million were flat when compared to the nine months ended September 30, 2023. This is due to $1.0 million in lower share-based compensation from the reduction in expense from grants made during 2021, the cost for portions of which have been fully recognized, a $0.1 million decrease in travel expenses due to full enrollment of the SAVVE study during 2023 resulting in less travel to study sites in 2024, partially offset by $0.8 million in higher legal cost and a $0.3 million increase in consulting expense related to market research for the Company’s products. Other Income For the nine months ended September 30, 2024, other income increased $0.4 million to $1.5 million from $1.1 million for the nine months ended September 30, 2023. Other income in both periods reflects realized gains, interest, and unrealized gains from our program to invest excess cash in U.S. bills. Liquidity and Capital Resources For the nine-months ended September 30, 2024, the Company incurred a net loss of $15.6 million and used $11.7 million cash in operating activities. Net cash used in operating activities for the period ended September 30, 2024 decreased by $2.2 million from $13.9 million for the period ended September 30, 2023. The losses and the uses of cash are primarily due to the Company’s administrative and product research and development activities. Administrative functions relate to costs to support the Company’s public reporting and investor relations activities, readying for commercial development of its lead product candidate in the event of receiving PMA approval from the FDA, and internal administrative functions. Research and development activities are for continued product development and clinical trials for our product candidates, currently the VenoValve® and enVVe®. The Company will continue to incur these costs to complete its clinical trials, enhance products, develop new products, and operate as a public company. Although we have discretion in how we use the Company’s cash resources, we expect to continue these activities for the foreseeable future as we seek to develop and obtain regulatory approval for our product candidates. We are not currently generating revenue and do not expect significant revenue until we successfully commercialize one or more of our product candidates. Our cash flows from investing activity consist of maturities and purchases of US Treasury bills from our program to invest excess cash, and purchases of property and equipment for our lab and offices. During the nine months ended September 30, 2024 we purchased $33.4 million of treasury bills and $45.8 million of them matured generating $1.4 million in realized gains and interest income. We expect to continue investing as the treasury bills mature and as allowed by the cash requirements of our operations. In the nine months ended September 30, 2024, our purchases of property and equipment consisting primarily of lab and test equipment, were less than $0.1 million. We do not currently have material commitments for capital expenditures or other expenditures except for our facility lease commitment of $0.4 million per year. However, we expect a modest increase in purchases of property and equipment as we continue SAVVE, plan for commercialization of the VenoValve and continue development of enVVe. Our future capital requirements will remain dependent upon a variety of factors, especially including the success of our clinical trials and related product development costs and our ability to successfully bring products to market. 14 We have historically funded our operations through financing activities. On September 30, 2024, we closed an offering issuing stock and warrants and raising approximately $13.6 million net cash proceeds. Based upon our cash and working capital as of September 30, 2024 we have sufficient capital resources to meet our obligations as they become due for at least one year after the date of this Report and sustain operations, although we expect to continue incurring losses for the foreseeable future and may need to raise additional capital to sustain our operations, pursue our product development initiatives and penetrate markets for the sale of our products. Any inability to raise additional financing in the foreseeable future would have a material adverse effect on us. As of October 28, 2024, we had cash and investments of $47.1 million. Off-Balance Sheet Arrangements None. Contractual Obligations As a smaller reporting company, we are not required to provide the information requested by paragraph (a)(5) of this Item. Critical Accounting Policies and Estimates For a description of our critical accounting policies, see Note 3 – Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q. Item 3. Quantitative and Qualitative Disclosure About Market Risk As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Item 4: Controls and Procedures Disclosure Controls and Procedures Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (who is our Principal Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of September 30, 2024, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024. Changes in Internal Control over Financial Reporting During the nine months ended September 30, 2024, there were no changes in our internal controls over financial reporting, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time we may be subject to litigation and arbitration claims incidental to its business. Such claims may not be covered by our insurance coverage, and even if they are, if claims against us are successful, they may exceed the limits of applicable insurance coverage. The Company was party to litigation with former employee, Robert Rankin, who resigned on March 30, 2020. The matter was resolved on October 21, 2024 and all complaints and cross complaints were dismissed with prejudice. Item 1A. Risk Factors As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Our current risk factors are set forth in our Form 10-K, filed with the SEC on February 29, 2024. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Mine and Safety Disclosure Not applicable. Item 5. Other Information Trading Arrangements On September 19, 2024, Marc Glickman, our Chief Medical Officer, entered into a pre-arranged trading plan (the “10b5-1 plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Under the 10b5-1 plan, Mr. Glickman can sell up to 653,526 shares of our common stock between December 19, 2024 and December 31, 2025, subject to price and trading limitations under the plan. 16 Item 6. Exhibits The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. Exhibit Description 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Sarbanes-Oxley Act. * 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act** 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 17 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 30, 2024 ENVVENO MEDICAL CORPORATION By: /s/ Robert Berman Robert Berman Chief Executive Officer (Principal Executive Officer) By: /s/ Craig Glynn Craig Glynn Chief Financial Officer (Principal Financial and Accounting Officer) 18