Enveric Biosciences Inc SEC Filings

Enveric Biosciences, Inc. is registering 131,110 additional shares of its common stock for issuance under its 2020 Long-Term Incentive Plan, as amended. This follows a board-approved equitable adjustment that increased the plan’s share pool to 164,148 shares after a 1-for-12 reverse stock split of the common stock that took effect on October 28, 2025. The shares registered are the same class as those previously registered on earlier Form S-8 filings and are intended to support stock-based compensation awards to employees, directors and other eligible participants.

Enveric Biosciences entered into warrant exercise inducement agreements with institutional holders of existing warrants for up to 426,390 shares, reducing the exercise price to $7.05 per share. In return, the company agreed to issue new Series E warrants for 426,390 shares and new Series F warrants for another 426,390 shares, plus placement agent warrants for 29,847 shares. Cash exercises of the existing warrants generated approximately $3.1 million in gross proceeds, which Enveric plans to use for product development, working capital and general corporate purposes.

The new warrants are immediately exercisable at $7.05 per share and will expire five years after the resale registration becomes effective for the Series E warrants and eighteen months after effectiveness for the Series F warrants. They include anti-dilution adjustments and caps that generally limit any holder to 4.99% ownership, or 9.99% with advance notice. Enveric also agreed to register the resale of the new warrant shares, temporarily restrict other equity issuances and registration filings, and avoid variable-rate transactions for one year after closing.

Enveric Biosciences reported the results of a Special Meeting of Stockholders held on December 11, 2025. A total of 2,502,133 shares of common stock were represented, equal to 40.23% of shares entitled to vote, which was enough for a quorum.

Stockholders approved an “Issuance Proposal” authorizing, for Nasdaq Listing Rule 5635(d) purposes, the issuance of common shares underlying certain warrants issued under prior inducement and engagement letters. They also approved a “Reverse Stock Split Proposal,” allowing the board, at its discretion, to implement a reverse split of issued and outstanding common stock at a ratio between 1-for-5 and 1-for-15.

In addition, stockholders approved an “Authorized Stock Increase Proposal” to amend the charter to increase authorized common shares from 100,000,000 to 5,000,000,000. Because all key proposals were approved, the adjournment proposal was moot, and no other matters were brought to a vote.

Enveric Biosciences Inc. has filed a prospectus covering the resale by existing investors of up to 418,313 shares of common stock issuable upon exercise of Series C, Series D and placement agent warrants. These shares are being registered for the selling stockholders, so Enveric will not receive proceeds from their resale, and will receive cash only if the warrants are exercised for cash rather than on a cashless basis. The warrants, most with an exercise price of $10.98 per share and the placement agent warrants at $13.7256, become exercisable only after stockholders approve the underlying share issuance, which Enveric is required to seek at a special meeting.

The warrant exercise inducement completed in September 2025 generated approximately $2.2 million in gross proceeds, supporting product development and working capital. Enveric recently effected a 1‑for‑12 reverse stock split and continues to post sizable net losses, reflecting its status as a clinical‑stage biotech developing non‑hallucinogenic neuroplastogenic drugs led by EB‑003 for difficult psychiatric and neurological disorders.

Enveric Biosciences (ENVB) announced it has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2). Nasdaq notified the company on November 12, 2025, that the issue is resolved and the matter is now closed. This confirms ENVB’s continued listing on The Nasdaq Capital Market.

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.