Enveric Biosciences Inc SEC Filings

Enveric Biosciences (ENVB) called a special meeting to approve key capital actions. Stockholders will vote on: (1) authorizing the issuance of shares underlying September 2025 warrant inducement agreements, (2) a reverse stock split at a ratio between 1‑for‑5 and 1‑for‑15 within 12 months, (3) increasing authorized common shares to 5,000,000,000, and (4) the right to adjourn the meeting if needed.

The Issuance Proposal seeks approval under Nasdaq Rule 5635(d) for potential issuance of up to 5,019,746 shares tied to new Series C and D warrants and placement agent warrants. The inducement closed on September 18, 2025, generating approximately $2.2 million in gross proceeds from cash exercises of existing warrants at $0.915 per share; if all new warrants are exercised for cash, Enveric would receive up to an additional $4.6 million in gross proceeds.

The reverse split is intended to raise the per‑share price, while the authorized share increase is aimed at future financing and strategic flexibility. Shares outstanding were 6,219,568 as of October 13, 2025, the record date for voting.

Enveric Biosciences filed an 8-K detailing Nasdaq compliance updates and a reverse stock split. The company reported gross proceeds of approximately $2.2 million from cash exercises of existing warrants under an inducement offer, and stated that, as a result, it believes stockholders’ equity now exceeds the $2.5 million requirement under Nasdaq Listing Rule 5550(b)(1). Nasdaq will continue to monitor compliance.

On October 22, 2025, Enveric received a Nasdaq notice that its common stock failed the $1.00 minimum bid price requirement for 30 consecutive trading days and is not eligible for the standard compliance period due to a prior reverse split. The company will request a hearing, which stays any suspension pending the process. To address bid price, the board approved a 1-for-12 reverse stock split effective October 28, 2025, reducing outstanding shares from 6,219,568 to approximately 518,297, with no fractional shares issued and authorized shares unchanged at 100,000,000.

Enveric Biosciences, Inc. filed a Preliminary Proxy Statement (Form PRE 14A) that includes officer and director information and vote-soliciting materials. The document lists named executives and directors, each shown with numeric holdings or vote counts: Peter Facchini 4,820, Kevin Coveney 4,411, Frank Pasqualone 3,249, George Kegler 3,204, Marcus Schabacker 3,204, Michael Webb 3,182, and Sheila DeWitt 1,856. It also reports all directors and current executive officers as a group of eight persons totaling 32,744. The filing identifies Joseph Tucker, Ph.D. as Chief Executive Officer and signs the materials in that capacity.

AdvisorShares Trust reported beneficial ownership of 203,679 shares of Enveric Biosciences, Inc. (ENVB), representing 6.27% of the outstanding common stock as of the 09/30/2025 event date. The filing is a Schedule 13G, indicating passive investment: the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing lists Stefanie Little, Chief Compliance Officer, as the signatory for AdvisorShares Trust and shows the trust is organized in Delaware. The reporting person has sole voting and sole dispositive power over the reported shares and reports no shared powers.

Enveric Biosciences, Inc. filed a Form D disclosing a Regulation D securities offering under Rule 506(b). The filing identifies the offering as indefinite with no proceeds sold to date and a first sale date of 2025-09-18. The securities offered are options/warrants to acquire common stock, issued as inducements to exercise previously issued warrants at a reduced price. The notice lists 12 current investors, reports estimated sales commissions of $155,321, and indicates $0 of gross proceeds have been used to pay executive officers or directors. The issuer is Enveric Biosciences, Inc., a Delaware corporation with corporate officers and directors based at 245 First Street, Cambridge, MA. H.C. Wainwright & Co., LLC is disclosed as the associated broker-dealer.

Enveric Biosciences, Inc. filed an S-3 shelf registration prospectus summarizing the offering structure and administrative details for potential resale of securities. The document includes a table of contents listing standard prospectus sections such as the prospectus summary, risk factors, description of the private placement, use of proceeds, selling stockholders, plan of distribution, legal matters, and incorporation by reference.

A selling-stockholders table lists multiple holders and share counts, with specific examples showing Alto Opportunity Master Fund holding 959,516 shares (with 292,848 offered) and noted percentages such as 2.6% and 1.5% for certain holders. Listed estimated offering expenses show Accountants' fees $12,500, Legal fees $50,000, and Total expenses $62,948.05. The filing is signed by the CEO Joseph Tucker, Ph.D., CFO Kevin Coveney, and multiple directors, all dated September 26, 2025.

Enveric Biosciences, Inc. (ENVB) Schedule 13G filed by Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reports shared beneficial ownership of warrants and shares following a September 17, 2025 letter agreement with the issuer. After that transaction the Reporting Persons may be deemed to beneficially own 266,668 shares each held by Intracoastal (approximately 5.2% of outstanding common stock based on 5,079,612 shares) if certain warrants were exercisable, but as of the close of business on September 24, 2025 each Reporting Person may be deemed to own 19,333 shares (approximately 0.4%) issuable upon exercise of Intracoastal Warrant 3. Intracoastal Warrant 1 and 2 are not exercisable pending shareholder approval and all three warrants contain blocker provisions limiting exercises above 4.99%.