enVVeno医疗公司美股招股说明书(2025-10-30版)

Up to $50,000,000Common Stock We have entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) relating tothe sale of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the termsof the At Market Issuance Sales Agreement, we may offer and sell up to $50,000,000 of shares of our common stock, $0.00001 parvalue per share, from time to time through Ladenburg acting as agent. Our common stock is listed on The NASDAQ Capital Market under the symbol “NVNO.” The last reported sale price of ourcommon stock on The NASDAQ Capital Market on October 29, 2025 was $0.7188 per share. Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in salesdeemed to be “at the market equity offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act. Ladenburg is not required to sell any specific dollar amount of shares, but will use commercially reasonable efforts tosell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices,on mutually agreed terms between Ladenburg and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Ladenburg will be entitled to compensation at a fixed commission rate of 3% of the gross sales price per share sold. Inconnection with the sale of our common stock on our behalf, Ladenburg will be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation of Ladenburg will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to Ladenburg with respect to certain liabilities, including liabilities under theSecurities Act. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully readthe discussion of material risks of investing in our securities under the heading “Risk Factors” beginning on page S-6 of thisprospectus supplement and the documents incorporated by reference herein and page 25 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is October 30, 2025 TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTAbout This Prospectus SupplementS-iCautionary Note Regarding Forward-Looking StatementsS-iiProspectus SummaryS-1The OfferingS-5Risk FactorsS-6Use of ProceedsS-7Description of SecuritiesS-8Plan of DistributionS-9Legal MattersS-10ExpertsS-10Where You Can Find More InformationS-10Incorporation of Certain Information By ReferenceS-10 PROSPECTUS About This Prospectus1Cautionary Statement Regarding Forward-Looking Statements2Prospectus Summary3Risk Factors7Use of Proceeds8Plan of Distribution9Description of Securities We May Offer11Form of Securities24Legal Matters25Experts25Where You Can Find Additional Information25Incorporation of Documents by Reference25 You should rely only on the information we have provided or incorporated by reference in this prospectus supplementand the accompanying prospectus. We have not authorized anyone to provide you with information different from thatcontained or incorporated by reference in this prospectus supplement or the accompanying prospectus. This prospectus supplement and any later prospectus supplement is an offer to sell only the securities offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus supplement and in any other prospectussupplement is accurate only as of their respective dates and that any information we have incorporated by reference isaccurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectussupplement or any other prospective supplement for any sale of securities. ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is the prospectus supplement, which describes the specific terms of thisoffering and also updates information contained in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus arepart of a “shelf” registration statement on Form S-3 (File No. 333-273546) that we initially filed with the SEC on July 31, 2023, andthat was declared effective by the SEC on August 23, 2023. To the