Item 2. Management’s Discussion and Analysis
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 deep 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 ® , a potential first of its kind surgical replacement venous valve currently
in post-enrollment follow-up of its U.S. pivotal study. The Company is also developing a second product called enVVe ® ,
a potential next-generation, non-surgical, transcatheter based replacement venous valve. 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 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 (see the section entitled
“Risk Factors” in our Annual Report on Form 10-K/A, filed with the SEC on February 28, 2025). There are currently no devices
FDA approved as surgical or non-surgical replacement venous valves, and there are currently no effective treatments for deep venous CVI
caused by incompetent valves.
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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 our products in connection with our clinical trials in a 14,507 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.
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, 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 with venous leg ulcers (VLU) are known to miss approximately
40% more workdays than the average worker without the condition. 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 approximately 1.5 million 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.
VenoValve
The
VenoValve is a surgically implanted replacement venous valve developed by enVVeno Medical, designed for use in the deep veins 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. The surgical approach for implanting the VenoValve is referred to as the SAVVE ® procedure,
which enables physicians to implant the VenoValve to restore valve function in the deep veins of the leg. 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, including approximately 1.5 million people with active venous ulcers. The VenoValve has been
granted Breakthrough Device designation by the FDA.
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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, a prospective, non-blinded, single arm, multi-center clinical study.
The seventy-five patient U.S. pivotal study reached full enrollment on September 1, 2023 and is now in the post-enrollment follow-up
period.
The
VenoValve is implanted using the SAVVE ® procedure, an open surgical approach that enables precise placement of the device
within the femoral vein to restore valve function. Efficacy endpoints for the U.S. 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.
In
November 2024, one year efficacy and safety data from the U.S. pivotal study was presented at the 51th Annual VEITH Symposium. The data
indicated that eighty-five percent (85%) of the patients enrolled in the trial experienced a clinical meaningful benefit from the VenoValve,
defined as a three (3) or more point improvement in revised Venous Clinical Severity Score (rVCSS), at one year, compared to baseline.
The average rVCSS improvement in the clinically meaningful responder cohort was 7.91 points. Patients in the study also experienced a
seventy-five percent (75%) median reduction in pain and improvements in quality-of-life indicators. For patients with venous ulcers (CEAP
C6 patients), ulcer area was reduced a median average of eighty-seven percent (87%). Over the course of the one (1) year period, there
was one (1) death (unrelated to the VenoValve), zero (0) pulmonary embolisms, twelve (12) target vein thromboses, ten (10) surgical pocket
hematomas, four (4) other bleeds, and seven (7) deep wound infections. Ninety-four percent (94%) of the patients that experienced a material
safety event also went on to experience a clinically meaningful benefit from the VenoValve. Also, the reported target vein patency rates
at thirty (30) days and one (1) year were ninety one percent (91%) and ninety seven percent (97%), respectively.
In
June 2025, the Company announced that interim two-year follow-up data on forty-two (42) subjects from the seventy-five (75) patient VenoValve
U.S. pivotal trial at the Society for Vascular Surgery 2025 Vascular Annual Meeting. The data indicated that eighty-three percent (83.3%)
of patients enrolled in the trial (n=35/42) maintained a clinically meaningful benefit from the VenoValve, defined as an improvement
of 3 or more points in the revised Venous Clinical Severity Score (rVCSS), at year two, compared to baseline. The average rVCSS improvement
in the clinically meaningful responder cohort was 9.1 points. Patients in the study also experienced a seventy-four percent (74%) median
reduction in leg pain, as measured by the Visual Analog Scale (VAS). For patients with venous ulcers, wound healing outcomes in seventeen
(17) patients with twenty-five (25) ulcers showed that 60% of ulcers healed completely, 24% decreased in size, and 16% increased in size.
Patient-reported outcomes also demonstrated sustained improvements across all venous specific QoL indicators (VEINES-QoL/Sym). Among
the patients (n=30), a 100% valve patency rate was observed at the two-year follow up. All values were calculated comparing each patient’s
baseline levels to the reported values at the patient’s 24-month visit. The Revised Venous Clinical Severity Score (rVCSS) is a
clinically validated scoring system used to track the progression or regression of venous diseases.
On
November 19, 2024, the Company submitted the final module of its PMA application for review by the FDA. The VenoValve is designated as
a breakthrough product and, as a result, its PMA application is subject to priority review. This may serve to shorten the PMA review
process. Regardless, it is difficult to predict precisely how long the PMA process will take, and the Company’s best estimate is
to expect an FDA decision during the second half of 2025.
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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. Initial preliminary bench testing and pre-clinical testing for enVVe have been
successfully completed.
On
December 16, 2024, we announced the successful completion of the final wave of implants for the six-month pre-clinical GLP study for
enVVe. The first wave of implants, for the long-term subjects, was successfully completed in October 2024, and the final wave for the
shorter-term subjects was completed in December 2024. 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 the third quarter of 2025.
Capital
We
finished 2024 with approximately $43.2 million of cash and investments and had approximately $35.1 million of cash and investments as
of June 30, 2025. 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 per quarter to between $5 million and $7 million per
quarter as we conduct our clinical trials and work toward bringing our product candidates to market.
Results
of Operations
Comparison
of the three months ended June 30, 2025 and 2024
Overview
We
reported net losses of $6.7 million and $5.0 million for the three months ended June 30, 2025 and 2024, respectively, representing an
increase in net loss of $1.7 million, or 35%, due to an increase in operating expenses of $1.6 million and a decrease in other income
of $0.1 million, as described in further detail below.
Revenues
As
a developmental stage Company, our revenue, if any, is expected to be diminutive and dependent on our ability to commercialize our product
candidates. We are not currently generating revenue and do not expect significant revenue until we successfully commercialize our lead
product candidate after receiving FDA approval, if ever.
Research
and Development Expenses
For
the three months ended June 30, 2025, research and development expenses increased by $0.1 million or 2%, to $2.9 million from $2.8 million
for the three months ended June 30, 2024. This increase primarily resulted from $0.2 million in higher compensation costs from additional
personnel, as well as higher professional fees, partially offset by $0.1 million in lower costs related the VenoValve pivotal study as
the amount of follow-up for each participant decreases over time.
Selling,
General and Administrative Expenses
For
the three months ended June 30, 2025, selling, general and administrative
expenses increased by $1.6 million or 58%, to $4.2 million from $2.6 million for the three months ended June 30, 2024. Of this increase,
$0.4 million was due to compensation costs from the net effect of higher stock-based compensation from the issuance of additional option
grants, a non-recurring severance expense of $0.3 million recorded in 2025, and $0.2 million related to higher compensation costs from
additional personnel. This increase was also due to a non-recurring $0.6 million reserve for potentially uncollectible prepaid clinical
costs resulting from payments made to a vendor that were not passed through from the vendor to clinical sites, as contractually required,
and a net $0.1 million increase related to various other expenses.
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Other
Income
For
the three months ended June 30, 2025, other income decreased $0.1 million or 29% to $0.4 million from $0.5 million for the three months
ended June 30, 2024. 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 six months ended June 30, 2025 and 2024
Overview
We
reported net losses of $11.2 million and $10.0 million for the six months ended June 30, 2025 and 2024, respectively, representing an
increase in net loss of $1.2 million or 13%, due to an increase in operating expenses of $1.0 million and a decrease in other income
of $0.2 million, as described in further detail below.
Revenues
As
a developmental stage Company, our revenue, if any, is expected to be diminutive and dependent on our ability to commercialize our product
candidates. We are not currently generating revenue and do not expect significant revenue until we successfully commercialize our lead
product candidate after receiving FDA approval, if ever.
Research
and Development Expenses
For
the six months ended June 30, 2025, research and development expenses decreased by $0.5 million or 7%, to $5.4 million from $5.9 million
for the six months ended June 30, 2024. This decrease primarily resulted from $0.9 million in lower costs related to the VenoValve study
as the amount of follow-up for each participant decreases over time, partially offset by $0.4 million in higher compensation costs from
additional personnel, as well as higher professional fees.
Selling,
General and Administrative Expenses
For
the six months ended June 30, 2025, selling, general and administrative
expenses increased $1.5 million or 29%, to $6.6 million from $5.1 million for the six months ended June 30, 2024. Of this increase, $0.3
million was due to a non-recurring severance expense recorded in 2025 and $0.4 million related to higher compensation costs from additional
personnel. This increase was also due to a non-recurring $0.6 million reserve for potentially uncollectible prepaid clinical costs resulting
from payments made to a vendor that were not passed through from the vendor to clinical sites, as contractually required, and a net $0.2
million increase related to various other expenses.
Other
(Income) Expense
For
the six months ended June 30, 2025, other income decreased $0.2 million to $0.8 million from $1.0 million for the six months ended June
30, 2024. 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 six months ended June 30, 2025, the Company incurred losses from operations of $12.0 million and used $7.7 million cash in operating
activities. The net cash used in operating activities during the 2025 period increased by $0.2 million from $7.5 million for the period
ended June 30, 2024.
The
losses and the uses of cash are primarily due to our product research and development activities, including clinical studies, and administrative
activities. Research and development activities are for continued product development and clinical studies for our product candidates,
currently the VenoValve and enVVe. Administrative functions relate to costs to support our public reporting and investor relations activities,
internal administrative functions and, starting in 2024, costs to prepare for commercialization of the VenoValve. The Company will continue
to incur these costs, and we anticipate these costs will increase, as we work to complete our clinical studies, enhance products, develop
new products, bring those products to market, and operate as a public company.
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We
are not currently generating revenue and do not expect significant revenue until we successfully commercialize one or more of our product
candidates after receiving FDA approval, if ever.
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 clinical studies, 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 studies
and 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 between $5 million and $7 million per quarter as we conduct our clinical
studies and work toward bringing our product candidates to market.
We
have historically funded our operations through financing activities, such as the capital raise completed in 2024, and will need to raise
additional capital in the future. Any inability to raise additional financing would have a material adverse effect on us.
Based
on our cash and working capital as of June 30, 2025, we have sufficient capital resources to meet our obligations as they become due
for at least one year after the date of this Quarterly Report and sustain operations.
Critical
Accounting Estimates
The
preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions that affect the
reported amounts of expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities,
if any. Critical accounting estimates are those for which uncertainty about the assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities in future periods if the actual outcomes differ from estimates.
We
do not have any matters that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next fiscal year.
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.
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.
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