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-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 permanently 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
a non-surgical replacement venous valve for patients suffering from severe CVI of the deep venous system of the leg.
The
Company is focused on its next-generation, non-surgical replacement venous valve, called the enVVe® System. The enVVe System consists
of the enVVe Valve, enVVe Delivery System, enVVe Nose Cone, the enVVe Delivery System Accessories, and the enVVe Crimping System. The
enVVe Valve is a first-in-class transcatheter based replacement venous valve being developed for the treatment of severe, deep venous
CVI. The enVVe Valve is designed to act as a one-way valve, to help assist in propelling blood up the veins of the leg, and back to the
heart and lungs.
In
April 2026, the U.S. Food and Drug Administration (“FDA”) awarded the Company an Investigational Device Exemption (“IDE”) approval to proceed with
a U.S. pivotal study of the enVVe System. The Transcatheter Venous Valve Endoprosthesis (“TAVVE”) pivotal study will evaluate
the Company’s minimally invasive enVVe System for patients with severe CVI.
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The
IDE approval positions the Company to advance what could become the first effective treatment option for the approximately 3 million
U.S. patients who suffer from the debilitating impact of severe CVI due to malfunctioning valves in the deep veins of the leg.
The
first stage of the TAVVE study, which is expected to commence in the second half of 2026, will consist of 10 patients, whose 30-day safety
results will be submitted to the FDA for review. This group of 10 patients will continue to be followed as a separate cohort throughout
the study, and their safety and efficacy data will be reported publicly from time to time. The second stage of the study, which will
begin immediately after the 30-day safety results for the first group are reported to the FDA, will enroll 220 patients, with 165 patients
receiving the enVVe valve, and 55 patients randomized into a control arm who will receive standard of care treatment. The results from
the patients who receive the enVVe valve will be compared to the results from the patients in the control arm of the study. The TAVVE
study will enroll patients at up to 40 U.S. clinical sites and will include vascular surgeons, interventional radiologists and interventional
cardiologists. One year after the 220th patient is enrolled in the second stage of the study, the Company would be eligible to file for
FDA post-marketing approval.
We
develop and manufacture our products 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 permanently damaged. 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 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.
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We
estimate that there are approximately 3 million patients with severe deep venous CVI 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 $20 billion
a year.
enVVe
System
The
enVVe System is designed to treat severe deep CVI through a minimally invasive, catheter-based procedure. The procedure is performed
without the need for open surgery or an overnight hospital stay. Built on the clinical foundation of the VenoValve® surgical
replacement venous valve program, which demonstrated significant clinical improvement in severe CVI patients, the enVVe System
seeks to address prior FDA concerns related to the VenoValve’s open surgical implantation procedure. In addition to
eliminating open surgical complications, the enVVe System’s transcatheter approach is expected to broaden adoption by
appealing to a wider range of implanting physicians including vascular surgeons, interventional radiologists, and interventional
cardiologists.
On
April 29, 2026, the Company announced that the FDA had approved the Company’s IDE application, authorizing the Company to
commence a pivotal study for the enVVe System. The TAVVE pivotal study will evaluate the
Company’s minimally invasive enVVe System for patients with severe deep CVI. The first stage of the TAVVE study, which is
expected to commence later this year, will consist of 10 patients, whose 30-day safety results will be submitted to the FDA for
review. This group of 10 patients will continue to be followed as a separate cohort throughout the study, and their safety and
efficacy data will be reported publicly from time to time. The second stage of the study, which will begin immediately after the
30-day safety results for the first group are reported to the FDA, will enroll 220 patients, with 165 patients receiving the enVVe
valve, and 55 patients randomized into a control arm who will receive standard of care treatment. The results from the patients who
receive the enVVe valve will be compared to the results from the patients in the control arm of the study. The TAVVE study will
enroll patients at up to 40 U.S. clinical sites and will include vascular surgeons, interventional radiologists and interventional
cardiologists. One year after the 220 th patient is enrolled in the second stage of the study, the Company would be
eligible to file for FDA post-marketing approval.
Key
features of the enVVe System include:
●
Minimally invasive procedure
requiring no general anesthesia or overnight hospital stay;
●
Self-expanding frame made
from a specially formulated biocompatible nickel and titanium alloy;
●
Frame geometry that accommodates
the natural dilation and contraction of the vein;
●
3 enVVe valve sizes to
ensure a proper fit across a broad range of vein sizes;
●
Unique, mono-cusp leaflet
design that is laser cut from porcine pericardium tissue;
●
Delivery profile of only
13 Fr (4.3 mm) when crimped, giving it the smallest profile of any replacement valve currently in use for the cardiovascular system;
and
●
Delivery via an over-the-wire,
coaxial, single-stage pull system for ease of use.
Capital
We
finished 2025 with approximately $28.2 million of cash and investments and had approximately $21.5 million of cash and investments as
of June 30, 2026. 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 may increase from current levels of approximately $3 million to $4 million per quarter to between $4 million and $5
million per quarter in the second half of 2026. Even after considering this increase, we should have sufficient cash and investments
to fund operations into the third quarter of 2027.
We
have historically funded our operations through financing activities such as capital raises and an at-the-market equity program. We will
need to raise additional capital in the future. Any inability to raise additional financing would have a material adverse effect on us.
Based
upon our cash and working capital as of June 30, 2026, we have sufficient capital resources to meet our obligations as they become due
within at least one year after the date of this Quarterly Report and sustain operations.
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Results
of Operations
Comparison
of the three months ended June 30, 2026 and 2025
Overview
We
reported net losses of $3.6 million and $6.7 million for the three months ended June 30, 2026 and 2025, respectively, representing a
decrease in net loss of $3.1 million, or 46%, due to a decrease in operating expenses of $3.3 million, partially offset by 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 three months ended June 30, 2026, research and development expenses decreased by $0.8 million or 28%, to $2.1 million from $2.9 million
for the three months ended June 30, 2025. This decrease primarily resulted from $1.1 million in lower costs related to the VenoValve
pivotal study as the amount of follow-up for each participant decreases over time, as well as a net decrease of $0.1 million in various
other expenses. These decreases were partially offset by an increase of $0.4 million as our focus has shifted to product development,
testing and other expenses related to the enVVe System being developed for approval by the FDA.
Selling,
General and Administrative Expenses
For
the three months ended June 30, 2026, selling, general and administrative expenses decreased by $2.5 million or 59%, to $1.7 million
from $4.2 million for the three months ended June 30, 2025. The decrease was due to the net effect of lower stock-based compensation
cost incurred as option grants are issued and vest representing $1.0 million, as well as a non-recurring $0.6 million reserve for potentially
uncollectible prepaid clinical costs and a non-recurring severance expense of $0.3 million recorded during the three months ended June
30, 2025, and a net $0.6 million related to various other expenses.
Other
Income
For
the three months ended June 30, 2026, other income decreased $0.2 million or 45% to $0.2 million from $0.4 million for the three months
ended June 30, 2025. Other income in both periods reflects realized gains, interest, and unrealized gains or losses from our program
to invest excess cash in U.S. Treasury securities.
Comparison
of the six months ended June 30, 2026 and 2025
Overview
We
reported net losses of $7.4 million and $11.2 million for the six months ended June 30, 2026 and 2025, respectively, representing a decrease
in net loss of $3.8 million, or 33%, due to a decrease in operating expenses of $4.2 million, partially offset by a decrease in other
income of $0.4 million, as described in further detail below.
14
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, 2026, research and development expenses decreased by $1.3 million or 23%, to $4.2 million from $5.5 million
for the six months ended June 30, 2025. This decrease primarily resulted from $1.8 million in lower costs related to the VenoValve pivotal
study as the amount of follow-up for each participant decreases over time, as well as a net decrease of $0.4 million in various other
expenses. These decreases were partially offset by an increase of $0.9 million as our focus has shifted to product development, testing
and other expenses related to the enVVe System being developed for approval by the FDA.
Selling,
General and Administrative Expenses
For
the six months ended June 30, 2026, selling, general and administrative expenses decreased by $2.9 million or 44%, to $3.7 million from
$6.6 million for the six months ended June 30, 2025. The decrease was due to the net effect of lower stock-based compensation cost incurred
as option grants are issued and vest representing $1.3 million, as well as a non-recurring $0.6 million reserve for potentially uncollectible
prepaid clinical costs and a non-recurring severance expense of $0.3 million recorded during the six months ended June 30, 2025, and
a net $0.7 million related to various other expenses.
Other
Income
For
the six months ended June 30, 2026, other income decreased $0.4 million or 49% to $0.4 million from $0.8 million for the six months ended
June 30, 2025. Other income in both periods reflects realized gains, interest, and unrealized gains or losses from our program to invest
excess cash in U.S. Treasury securities.
Liquidity
and Capital Resources
For
the six months ended June 30, 2026, the Company incurred losses from operations of $7.9 million and used $6.8 million cash in operating
activities. The net cash used in operating activities during the 2026 period decreased by $0.9 million from $7.7 million for the six
months ended June 30, 2025 primarily due to the decrease in research and development expenses from 2025 to 2026. Our cash balance as
of June 30, 2026, is $2.8 million. In addition, we have $18.7 million in investments, for total cash and investments of $21.5 million.
The
operating losses and the uses of cash are primarily due to the Company’s product research and development and administrative activities.
Administrative functions relate to costs to support the Company’s public reporting and investor relations activities as well as
internal administrative functions. Research and development activities were for product development and clinical trials for the VenoValve
and for the enVVe System. The Company will continue to incur these costs to complete its clinical trials for the VenoValve and the enVVe
System, enhance products, develop new products, and operate as a public company for the foreseeable future as we seek to obtain regulatory
approval for our studies and product candidates.
We
do not currently have material commitments for capital expenditures or other expenditures with the exception of our facility lease commitment
of $0.4 million per year. We expect a nominal increase in purchases of property and equipment and in facility lease costs as we commence
the enVVe System pivotal study.
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. We anticipate that our cash burn rate
may increase from current levels of approximately $3 million to $4 million per quarter to between $4 million and $5 million per quarter
in the second half of 2026. Even after considering this increase, we should have sufficient cash and investments to fund operations into
the third quarter of 2027.
15
We
have historically funded our operations through financing activities such as capital raises and an at-the-market equity program. We will
need to raise additional capital in the future. Any inability to raise additional financing would have a material adverse effect on us.
Based
upon our cash and working capital as of June 30, 2026, we have sufficient capital resources to meet our obligations as they become due
within at least one year after the date of this Quarterly Report and sustain operations.
Critical
Accounting Estimates
The
preparation of our condensed 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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