Enveric Biosciences warns cash won't cover 12 months
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Enveric Biosciences, Inc. (ENVB) reported a net loss of $2,549,354 for the third quarter of 2026, versus $1,873,669 a year earlier, as research and development expense increased to $1,354,889 from $402,417. For the first nine months, net loss was $7,210,560, compared with $6,577,816, and operating cash use was $7,352,346 versus $6,356,680. Enveric has not generated revenue.
Cash was $5,612,988 and working capital was $5,603,555 at September 30, 2026. Enveric said its cash was insufficient for operating needs for the 12 months following the report and disclosed substantial doubt about continuing as a going concern. Management plans to seek additional working capital through equity or debt financing or other sources, may pursue collaborations and disciplined spending, and cautioned that financing may not be available on acceptable terms. Financing activities provided $8,319,152 during the nine months. EB-003 was in preclinical development, with IND-enabling studies underway. The company concluded disclosure controls were ineffective as of September 30, citing material weaknesses in documentation, control activities and segregation of duties.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointGoing-concern warning: $5,612,988 cash was insufficient for 12 months’ operating needs.
- Major pointDisclosure controls were ineffective at September 30, 2026; material weaknesses were cited.
- Moderate pointNine-month net loss rose to $7,210,560 from $6,577,816.
- Moderate pointNine-month operating cash use rose to $7,352,346 from $6,356,680.
Filing Explained
At September thirtieth, exercisable warrants outnumbered common shares outstanding, so further exercises could dilute existing ownership.
The company’s quarterly report records common shares outstanding rising from 1,061,533 at
At
Separately, agreements for consulting, clinical-trial support and testing commit Enveric to approximately
Key Figures
Key Terms
going concern financial
substantial doubt financial
IND-enabling medical
ADMET medical
anti-dilutive financial
at the market offering financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did ENVB lose in the third quarter and first nine months of 2026?
Why did ENVB report substantial doubt about continuing as a going concern?
How much remains available under ENVB’s ATM agreement?
What stage is ENVB’s EB-003 program in?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
OR
For the transition period from ___ to ___
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 11, 2026, the Registrant had
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | |
| Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | 1 | |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2026 and 2025 | 2 | |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2026 and 2025 | 3 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 20 |
| Item 1A. | Risk Factors | 20 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3. | Defaults Upon Senior Securities | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 21 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Property and equipment, net | ||||||||
| Deferred offering costs, non-current | — | |||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related parties | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies (Note 9) | - | - | ||||||
| Mezzanine equity: | ||||||||
| Series C redeemable preferred stock, $ | — | — | ||||||
| Total mezzanine equity | — | — | ||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, $ | — | — | ||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities, mezzanine equity, and shareholders’ equity | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 1 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income | ||||||||||||||||
| Other income | — | |||||||||||||||
| Interest (expense) income, net | ( | ) | ( | ) | ||||||||||||
| Total other income | ||||||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less deemed dividend on inducement of warrants | — | — | ||||||||||||||
| Net loss attributable to common shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 2 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||
| Issuance of Common Stock and warrants in Private Placement and Registered Direct Offering, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Issuance of Common Stock for cash pursuant to ATM Agreement, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of Common Stock and warrants in Private Placement, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Issuance of Common Stock and warrants in Private Placement, net of offering costs | — | — | ||||||||||||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Exercise of warrants | ( | ) | — | — | ||||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||
| Issuance of Common Stock and Series A and B and prefunded warrants for cash, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Issuance of Common Stock and Series A and B and prefunded warrants for cash, net of offering costs | — | — | ||||||||||||||||||||||
| Issuance of common shares for vested RSAs | ( | ) | — | — | — | |||||||||||||||||||
| Issuance of common shares for exercise of warrants | — | — | ||||||||||||||||||||||
| Issuance of round up shares | ( | ) | — | — | — | |||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of common shares for cash pursuant to ATM Agreement, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation gain | — | — | — | — | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of common shares for cash pursuant to ATM Agreement, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Issuance of common shares for cash pursuant to ATM Agreement, net of offering costs | — | — | ||||||||||||||||||||||
| Exercise of Series A and B Warrants for common shares, net of offering costs of $ | — | — | ||||||||||||||||||||||
| Exercise of Series A and B Warrants for common shares, net of offering costs | — | — | ||||||||||||||||||||||
| Deemed dividend on inducement of warrants of $ | — | — | — | — | — | — | ||||||||||||||||||
| Deemed dividend on inducement of warrants | — | — | — | — | — | — | ||||||||||||||||||
| Stock based compensation | — | — | — | — | ||||||||||||||||||||
| Foreign exchange translation loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 4 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2026 | 2025 | |||||||
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Change in fair value of warrant liability | — | ( | ) | |||||
| Change in fair value of investment option liability | — | ( | ) | |||||
| Loss on write-off of deferred offering costs | — | |||||||
| Stock based compensation | ||||||||
| Amortization of intangibles | — | |||||||
| Depreciation expense | ||||||||
| Other | — | ( | ) | |||||
| Change in operating assets and liabilities: | ||||||||
| Due to related parties | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable, accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from sale of Common Stock and warrants, net of offering costs | ||||||||
| Proceeds from Common Stock sold for cash pursuant to the ATM Agreement, net of offering costs | ||||||||
| Payment of deferred offering costs | ( | ) | — | |||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate on changes on cash | ( | ) | ( | ) | ||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow transactions: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Income taxes paid | $ | — | $ | |||||
| Non-cash financing and investing activities: | ||||||||
| Non-cash issuance of round-up shares | $ | — | $ | |||||
| Non-cash issuance of RSA vested shares | $ | — | $ | |||||
| Issuance of Placement Agent Warrants as offering costs | $ | $ | ||||||
| Offering costs accrued not paid | $ | — | $ | |||||
| Deferred offering costs not paid | $ | $ | ||||||
| Deemed dividend on inducement of warrants | $ | — | $ | |||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 5 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES
Nature of Operations
Enveric Biosciences, Inc. (“Enveric” or the “Company”) is a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. The head office of the Company is located in Cambridge, Massachusetts. The Company has the following wholly-owned subsidiaries: Jay Pharma Inc. (“Jay Pharma”), 1306432 B.C. Unlimited Liability Company, 1236567 B.C. Unlimited Liability Company, MagicMed USA, Inc. (“MagicMed”), Enveric Biosciences Canada Inc., Akos Biosciences, Inc. (“Akos”), and Enveric Therapeutics, Pty. Ltd. (“Enveric Therapeutics”).
Enveric’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, Enveric is advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Previously, Enveric was developing the EVM201 Series, and its lead drug candidate EB-002 (formerly EB-373), for the treatment of neuropsychiatric disorders. The EVM201 series comprised next generation synthetic prodrugs of the active metabolite, psilocin. In the fourth quarter of 2024, Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize EB-002, in exchange for certain development and milestone payments to Enveric.
The Company unveiled an EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen the Company’s ability to target addiction and neuropsychiatric disorders for patients with limited options. While the Company intends to pursue development of the EVM401 Series, its primary focus is to develop its lead asset EB-003 in the EVM301 Series. The Company has advanced EB-003 into formal preclinical development studies in support of a future Investigational New Drug (“IND”) filing.
Going Concern, Liquidity and Other Uncertainties
The
Company has incurred losses since inception resulting in an accumulated deficit of $
In
assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate
sufficient cash flow in the future to support its operating and capital expenditure commitments. At September 30, 2026, the Company had
cash of $
| 6 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.
The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2025. There were no significant changes to these accounting policies during the three and nine months ended September 30, 2026.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock, the valuation of warrants, and accruals associated with third party providers supporting research and development efforts. Actual results could differ from those estimates.
Foreign Currency Translation
From inception through September 30, 2026, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries was the Canadian dollar or the Australian dollar. For the reporting periods ended September 30, 2026 and 2025, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar.
The Company translates the assets and liabilities of its Canadian subsidiaries and Australian subsidiary into the United States dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the unaudited condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss.
The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future.
Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive loss in the unaudited condensed consolidated statements of operations and comprehensive loss as incurred.
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the federal depository insurance coverage of $
| 7 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Research and Development
Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, internal and external costs associated with preclinical development, pre-commercialization manufacturing expenses, and clinical trials. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices received from its external service providers. In the case of clinical trials, a portion of the estimated cost normally relates to the projected cost to treat a patient in the trials, and this cost is recognized based on the number of patients enrolled in the trial. As actual costs become known, the Company adjusts its accruals accordingly.
Net Loss per Share
Basic
net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period.
Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding
during the period. The Company uses the two-class method to determine earnings per share only when the Company is in an income position.
Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the
treasury stock method). The computation of basic net loss per share for the three and nine months ended September 30, 2026 and 2025 excludes
potentially dilutive securities. The computations of net loss per share for each period presented are the same for both basic and fully
diluted. In accordance with ASC 260,
Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2026 and 2025 because the effect of their inclusion would have been anti-dilutive.
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES
| 2026 | 2025 | |||||||
| For the Three and Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants to purchase shares of Common Stock | ||||||||
| Restricted stock units - vested and unissued | ||||||||
| Restricted stock units - unvested | ||||||||
| Restricted stock awards - unvested | — | |||||||
| Investment options to purchase shares of Common Stock | ||||||||
| Options to purchase shares of Common Stock | ||||||||
| Total potentially dilutive securities | ||||||||
Segment Reporting
The
Company operates as
| 8 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
As of September 30, 2026 and December 31, 2025, the prepaid expenses and other current assets of the Company consisted of the following:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| September 30, 2026 | December 31, 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid other | ||||||||
| Deferred offering costs | — | |||||||
| Prepaid product development | ||||||||
| Other receivables | — | |||||||
| Prepaid value-added taxes | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following assets which are located in Calgary, Canada, with all amounts translated into U.S. dollars:
SCHEDULE OF PROPERTY AND EQUIPMENT NET OF ACCUMULATED DEPRECIATION
| September 30, 2026 | December 31, 2025 | |||||||
| Lab equipment | $ | $ | ||||||
| Computer equipment and leasehold improvements | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net of accumulated depreciation | $ | $ | ||||||
Depreciation
expense was $
NOTE 5. ACCRUED EXPENSES AND OTHER LIABILITIES
As of September 30, 2026 and December 31, 2025, the accrued expenses and other liabilities of the Company consisted of the following:
SCHEDULE OF ACCRUED LIABILITIES
| September 30, 2026 | December 31, 2025 | |||||||
| Professional fees | $ | $ | ||||||
| Product development | ||||||||
| Accrued franchise taxes | ||||||||
| Other | ||||||||
| Total accrued liabilities | $ | $ | ||||||
NOTE 6. RELATED PARTY TRANSACTIONS
As
of September 30, 2026 and December 31, 2025, the Company had current liabilities of $
NOTE 7. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS
At the Market Offering
The
Company entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC,
or (“Placement Agent”), acting as sales agent, on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement,
the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $
Because the purchase price per share to be paid for the shares of Common Stock that the Company may elect to sell under the ATM Agreement, if any, will fluctuate based on the market prices of the Company’s Common Stock at the time the Company elects to sell shares pursuant to the ATM Agreement, if any, it is not possible for us to predict the number of shares of Common Stock that the Company will sell under the ATM Agreement, the purchase price per share the buyer will pay for shares purchased from the Company under the ATM Agreement, or the aggregate gross proceeds that the Company will receive from those purchases under the ATM Agreement.
| 9 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
February 6, 2026, the Company filed a prospectus supplement to increase the ATM Agreement’s capacity by an additional $
Registered Direct Offering and Private Placement
On
January 27, 2026, the Company entered into a securities purchase agreement (the “January 2026 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct offering, an
aggregate of
In
a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offerings”),
pursuant to the terms of the Purchase Agreement, the Company also agreed to issue and sell unregistered Series G warrants to purchase
up to
The
Placement Agent acted as the exclusive placement agent in connection with the Offerings. The Company agreed to pay the Placement Agent
a cash fee equal to
On
April 16, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to issue and sell to the investors
in a private placement (the “April Private Placement”) (i)
| 10 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
Placement Agent acted as the exclusive placement agent in connection with the April Private Placement. The Company agreed to pay the
Placement Agent a cash fee equal to
Exercise of Warrants
During
the nine months ended September 30, 2026,
Stock Options
2020 Long-Term Incentive Plan, as amended (“Incentive Plan”)
The
Company’s stock based compensation expense, recorded within general and administrative expense in the unaudited condensed consolidated
statement of operations and comprehensive loss, related to stock options for the three months ended September 30, 2026 and 2025 was $
Issuance of Restricted Stock Awards
During
the nine months ended September 30, 2026 the Company issued
Issuance of Restricted Stock Units
The Company’s activity in restricted stock units was as follows for the nine months ended September 30, 2026:
SCHEDULE OF RESTRICTED STOCK UNITS
| Number of shares | Weighted average fair value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Forfeited | — | — | ||||||
| Vested | ( | ) | ||||||
| Non-vested at September 30, 2026 | $ | |||||||
For
the three months ended September 30, 2026 and 2025, the Company recorded $
| 11 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s recognition of stock-based compensation for restricted stock units for the following periods:
SCHEDULE OF STOCK-BASED COMPENSATION FOR RESTRICTED STOCK UNITS
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock-based compensation expense for RSUs: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Warrants
The following table summarizes information about shares issuable under warrants outstanding at September 30, 2026:
SCHEDULE OF WARRANTS OUTSTANDING
| Warrant shares outstanding | Weighted average exercise price | Weighted average remaining life | ||||||||||
| Outstanding at January 1, 2026 | $ | |||||||||||
| Issued | — | |||||||||||
| Exercised | ( | ) | — | |||||||||
| Forfeited | ( | ) | — | |||||||||
| Outstanding at September 30, 2026 | $ | |||||||||||
| Exercisable at September 30, 2026 | $ | |||||||||||
NOTE 8. LICENSING AGREEMENTS
On July 10, 2024, Akos entered into an Exclusive License Agreement (the “License Agreement”) with Aries Science and Technology, LLC, an Ohio limited liability company (“Aries”), pursuant to which Akos granted Aries a license of Akos’s patented radiation dermatitis topical product. Subsequent to the execution of the License Agreement, Aries transferred the licensed rights to its wholly owned subsidiary, Teotec Pharma. The license allows Aries, through Teotec Pharma, to use the patented formulation to develop pharmaceutical or non-pharmaceutical products for treating radiation dermatitis suitable for administration to humans or animals. The license is exclusive (subject to certain exceptions contained in the License Agreement), worldwide, royalty-bearing, and includes the right to sublicense. Akos is entitled to potential license payments, milestone payments and royalties based on net revenues of the Licensed Product on a licensed product-by-licensed product and country-by-country basis pursuant to the terms of the Agreement. Aries has the option during the license term, to purchase the rights to each licensed product (on a licensed product-by-licensed product basis) in the form of an exclusive (as to the applicable licensed product), fully paid, transferable right and license to the licensed product.
The Company has not earned any revenue related to this agreement as of September 30, 2026.
On
November 7, 2024, the Company entered into an Out-Licensing Agreement (the “Agreement”) with MycoMedica Life Sciences, PBC,
a Delaware public benefit corporation (“MycoMedica”), pursuant to which the Company will out-license EB-002 and its EVM201
series to MycoMedica for further development and sales of the product in treatment of neuropsychiatric disorders. MycoMedica will receive
an exclusive, global license to the formulations, drugs, method of use, and medical devices developed by Enveric to utilize the compound.
As part of the Agreement, the Company received a $
During
the three and nine months ended September 30, 2026, the Company received $
On February 3, 2025, Akos entered into two licensing agreements with Restoration Biologics LLC (“Restoration Biologics”), a biotechnology company focused on the treatment of joint disease. The companies have executed two licenses for Akos’ cannabinoid-COX-2 conjugate compounds, for pharmaceutical and potential non-pharmaceutical applications.
The Company has not earned any revenue related to these agreements as of September 30, 2026.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company is periodically involved in legal proceedings, legal actions and claims arising in the ordinary course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Other Consulting and Vendor Agreements
The
Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services,
with terms ranging between one and 12 months. These agreements, in aggregate, commit the Company to approximately $
| 12 |
Item 2. Management’s discussion and analysis of financial condition and results of operations
The information set forth below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless stated otherwise, references in this Quarterly Report on Form 10-Q to “us,” “we,” “our,” or our “Company” and similar terms refer to Enveric Biosciences, Inc., a Delaware corporation, and its subsidiaries
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, future financial and operating results, the company’s plans, objectives, expectations and intentions and other statements that are not historical facts. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from our historical experience and our present expectations. Specific forward-looking statements in this quarterly report include statements, among others, regarding:
| ● | our belief that EB-003 is the first known compound to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience; | |
| ● | our intention to broaden our pipeline with additional non-hallucinogenic molecules with the unveiling of the EVM401 Series; | |
| ● | our belief that the EVM401 Series will strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options; | |
| ● | our intention to pursue the EVM401 Series, but primarily focus on developing our lead asset EB-003 in the EVM301 Series; | |
| ● | our belief that factors exist that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements; | |
| ● | management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending; | |
| ● | our belief that adequate additional financing may not be available to the Company on acceptable terms, or at all; | |
| ● | our belief that should the Company be unable to raise sufficient additional capital, the Company may be required to undertake further cost-cutting measures including delaying or discontinuing certain operating activities; | |
| ● | our exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar; | |
| ● | our belief that the outcome of such legal proceedings that the Company may periodically be engaged in the normal course of business will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows; | |
| ● | our ability to continue as a going concern; | |
| ● | our belief that our lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient; | |
| ● | the advancement of EB-003 through preclinical studies and aim of initiating the first-in-human studies to asses safety and tolerability including non-hallucinogenic properties, and the potential use of qEEG as a pharmacodynamic biomarker in such studies, followed by clinical trial targeting the treatment of depression or other neuropsychiatric disorders; | |
| ● | our intention to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research; |
| 13 |
| ● | our plan to submit filings including Investigational New Drug (“IND”) applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates; | |
| ● | our intention to broaden the pipeline with non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options through the unveiling of our EVM401 Series; | |
| ● | our belief that our continued development of the Psybrary™ will help us identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders; and | |
| ● | our success at managing the risks involved in the foregoing. |
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, our ability to: finalize and submit the IND filing to the U.S. Food and Drug Administration; carry out successful clinical programs; achieve the value creation contemplated by technical developments; avoid delays in planned clinical trials; establish that potential products are efficacious or safe in preclinical or clinical trials; establish or maintain collaborations for the development of therapeutic candidates; obtain appropriate or necessary governmental approvals to market potential products; obtain future funding for product development and working capital on commercially reasonable terms; scale-up manufacture of product candidates; respond to changes in the size and nature of competitors; hire and retain key executives and scientists; secure and enforce legal rights related to Enveric’s products, including patent protection; identify and pursue alternative routes to capture value from its research and development pipeline assets; continue as a going concern; and manage its future growth effectively.
For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those projected in these forward-looking statements, see the risk factors and uncertainties set forth in Part II, Item 1A of this Form 10-Q and Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise, except as required by law.
Business Overview
We are a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, we are advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Our lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.
Our lead program, the EVM301 Series, and our lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of DMT. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.
We intend to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. We plan to submit filings including IND applications and, eventually, NDAs to seek approval with the FDA and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Our EB-003 program has completed short-term dose-range finding toxicology studies and has advanced into IND-enabling, GLP compliant safety pharmacology, ADMET and longer-term toxicology studies.
We unveiled the EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. In September 2026, we received a Notice of Allowance from the USPTO for a patent application covering certain novel compounds within the EVM401 Series, representing the third U.S. patent allowance within the series. While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series.
| 14 |
Neuroplastogens
Following our amalgamation with MagicMed in September 2021, we have continued to pursue the development of MagicMed’s proprietary library, the Psybrary™, which we believe will help us to identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary™, which currently includes 20 patent families with claims covering a million potential molecular structures, over one thousand of which we have so far synthesized in sufficient quantities to identify and hundreds of which we have screened for receptor binding and other relevant activities.
In order to build a pipeline of product candidates, we intend to both continue to internally develop new drug candidates with associated intellectual property and to acquire, through in-licensing, additional intellectual property from pharmaceutical and biotechnology companies and research institutions. The in-licensed assets could include both research stage and clinical stage drug candidates. During 2026, a post-grant review petition challenging one of our issued patents was withdrawn. We believe this development further supports the strength of our intellectual property portfolio and our strategy of developing and protecting novel neuroplastogenic compounds.
While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series. During the third quarter of 2026, we continued to advance IND-enabling activities for EB-003. In August 2026, we reported results from a preclinical GloSensor™ cAMP assay that provided additional evidence supporting the potential non-hallucinogenic profile of EB-003. In October 2026, we reported positive results from completed IND-enabling in vitro ADMET studies, which demonstrated favorable properties relating to absorption, biodistribution, metabolic stability, systemic exposure and potential drug-drug interactions. In November 2026, we reported results from a preclinical quantitative electroencephalography (“qEEG”) study of EB-003 in mice, which demonstrated modulation of brain activity in prefrontal and parietal regions of the cortex, providing functional evidence of central nervous system penetration and a neurophysiological profile differentiated from dimethyltryptamine (“DMT”). We believe these activities represent important steps in advancing EB-003 toward planned first-in-human clinical studies.
The development status of the product is shown in the table below:
| Product Candidates | Targeted Indications | Status | Expected Next Steps | |||
| EB-003 | Mental health indication | Preclinical Development | IND Filing | |||
| Psychedelic-inspired drug candidate |
Results of Operations
The following table sets forth information comparing the components of net loss for the three months ended September 30, 2026 and 2025:
| For the Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 1,174,280 | $ | 1,431,157 | ||||
| Research and development | 1,354,889 | 402,417 | ||||||
| Depreciation and amortization | 34,919 | 40,369 | ||||||
| Total operating expenses | 2,564,088 | 1,873,943 | ||||||
| Loss from operations | (2,564,088 | ) | (1,873,943 | ) | ||||
| Other income (expense) | ||||||||
| Other income | 15,000 | — | ||||||
| Interest (expense) income, net | (266 | ) | 274 | |||||
| Total other income | 14,734 | 274 | ||||||
| Net loss before income taxes | (2,549,354 | ) | (1,873,669 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (2,549,354 | ) | $ | (1,873,669 | ) | ||
| 15 |
General and Administrative Expenses
Our general and administrative expenses decreased to $1,174,280 for the three months ended September 30, 2026 from $1,431,157 for the three months ended September 30, 2025, a decrease of $256,877, or 18%. This change was primarily driven by decreases in marketing fees of $162,167, legal fees of $96,508, and Delaware franchise taxes of $71,086, offset by increases in stock-based compensation of $78,879, and travel expenses of $16,062.
Research and Development Expenses
Our research and development expenses for the three months ended September 30, 2026 were $1,354,889 as compared to $402,417 for the three months ended September 30, 2025, for an increase of $952,472, or approximately 237%. This change was primarily driven by increases in consulting fees of $667,420, research costs of $163,605, and product development costs of $155,646, offset by decreases in salaries and wages of $60,869.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended September 30, 2026 was $34,919 as compared to $40,369 for the three months ended September 30, 2025, a decrease of $5,450, or approximately 14%, due to full depreciation of certain fixed assets during 2026.
The following table sets forth information comparing the components of net loss for the nine months ended September 30, 2026 and 2025:
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 4,059,719 | $ | 4,010,313 | ||||
| Research and development | 3,055,995 | 2,408,839 | ||||||
| Depreciation and amortization | 108,985 | 161,373 | ||||||
| Total operating expenses | 7,224,699 | 6,580,525 | ||||||
| Loss from operations | (7,224,699 | ) | (6,580,525 | ) | ||||
| Other income (expense) | ||||||||
| Other income | 15,000 | 2,565 | ||||||
| Interest (expense) income, net | (861 | ) | 144 | |||||
| Total other income | 14,139 | 2,709 | ||||||
| Net loss before income taxes | (7,210,560 | ) | (6,577,816 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (7,210,560 | ) | $ | (6,577,816 | ) | ||
General and Administrative Expenses
Our general and administrative expenses increased to $4,059,719 for the nine months ended September 30, 2026 from $4,010,313 for the nine months ended September 30, 2025, an increase of $49,406, or 1%. This change was primarily driven by increases in salaries and wages of $431,835, offset by decreases in marketing fees of $127,361, investor relations of $117,829, legal fees of $113,986 and consulting fees of $45,269.
Research and Development Expenses
Our research and development expense for the nine months ended September 30, 2026 was $3,055,995 as compared to $2,408,839 for the nine months ended September 30, 2025, an increase of $647,156, or approximately 27%. This increase was primarily driven by an increase in consulting fees of $414,172, research costs of $125,270, and product development costs of $188,267 offset by a decrease in salaries and wages of $56,863 and contract research organization fees of $37,334.
| 16 |
Depreciation and Amortization Expense
Depreciation and amortization expense for the nine months ended September 30, 2026 was $108,985 as compared to $161,373 for the nine months ended September 30, 2025, for a decrease of $52,388, or approximately 32%, primarily related to full amortization of our intangible assets in the first quarter of 2025.
Going Concern, Liquidity and Capital Resources
The Company has incurred losses since inception resulting in an accumulated deficit of $122,057,052 as of September 30, 2026 and further losses are anticipated in the development of its business. For the nine months ended September 30, 2026, the Company had a loss from operations of $7,224,699. Further, the Company had operating cash outflows of $7,352,346 for the nine months ended September 30, 2026. Since inception, being a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its operations. The Company’s operations have been funded principally through the issuance of equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.
In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At September 30, 2026, the Company had cash of $5,612,988 and working capital of $5,603,555. Cash increased to $5,612,988 at September 30, 2026 from $4,677,491 at December 31, 2025, an increase of $935,497, or 20%, primarily as a result of proceeds received from the April 2026 private placement and warrant exercises, partially offset by cash used in operating activities. Management expects existing cash resources to fund operations only for a limited period and anticipates the need for additional capital to continue development activities and satisfy ongoing obligations. As a result, the Company’s current cash on hand is insufficient to satisfy its operating cash needs for the 12 months following the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities.
As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the unaudited condensed consolidated financial statements. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows
Since inception, we have primarily used our available cash to fund our product development and operations expenditures.
Cash Flows for the Nine Months Ended September 30, 2026 and 2025
The following table sets forth a summary of cash flows for the periods presented:
For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (7,352,346 | ) | $ | (6,356,680 | ) | ||
| Net cash provided by financing activities | 8,319,152 | 7,890,361 | ||||||
| Effect of foreign exchange rate on changes on cash | (31,309 | ) | (17,113 | ) | ||||
| Net increase in cash | $ | 935,497 | $ | 1,516,568 | ||||
| 17 |
Operating Activities
Net cash used in operating activities was $7,352,346 during the nine months ended September 30, 2026, which consisted primarily of a net loss adjusted for non-cash items of $6,669,645, an increase in prepaid expenses and other current assets of $415,847, a decrease in related party payable of $94,875 and a decrease in accounts payable and accrued liabilities of $171,979.
Net cash used in operating activities was $6,356,680 during the nine months ended September 30, 2025, which consisted primarily of a net loss adjusted for non-cash items of $5,960,602, a decrease in prepaid expenses and other current assets of $132,795, a decrease in due to related parties of $232,891, and a decrease in accounts payable and accrued liabilities of $295,982.
Financing Activities
Net cash provided by financing activities was $8,319,152 during the nine months ended September 30, 2026, which consisted of $5,552,765 in net proceeds from the sale of Common Stock and warrants, $1,523,296 of proceeds from warrant exercises, and $1,291,038 in net proceeds from the sale of Common Stock pursuant to the ATM Agreement, offset slightly by $47,947 in payments of deferred offering costs.
Net cash provided by financing activities was $7,890,361 during the nine months ended September 30, 2025, which consisted of $4,244,467 in net proceeds from the sale of Common Stock, net of offering costs, $2,009,095 in proceeds from the exercise of warrants, and $1,636,799 in proceeds from Common Stock sold under the ATM Agreement, net of offering costs.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
| 18 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based on this evaluation, and in light of the material weaknesses found in our internal controls over financial reporting as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as of September 30, 2026. These material weaknesses include the following:
| ● | We were unable to document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence a system of controls, inclusive of IT controls, including testing of such controls that is consistent with our current personnel and available resources; | |
| ● | We failed to document, maintain and test effective control activities over our control environment, risk assessment, information technology and monitoring components; | |
| ● | We had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance, accounting, and financial reporting functions, including, without limitation, the processing, review and authorization of all routine and non-routine transactions, due to limited personnel and resources. |
Management’s Remediation Plan
As previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, management had concluded that our internal control over financial reporting was not effective as of December 31, 2025. See Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025 for discussion of our remediation plan.
Changes in Internal Control over Financial Reporting
Other than the changes being undertaken as part of the Company’s remediation plan, there have been no other changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 19 |
PART II. OTHER INFORMATION
Item 1. Legal proceedings
We may periodically be involved in legal proceedings, legal actions and claims arising in the ordinary course of business. In the opinion of management, we do not have any pending litigation that, separately or in the aggregate, have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026, as well as the risks and uncertainties described in the Company’s subsequently filed Quarterly Reports on Form 10-Q and other filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report and subsequently filed Quarterly Reports.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the three months ended September 30, 2026, none of our directors or officers
| 20 |
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer* | |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer* | |
| 32 | Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer, Principal Financial and Accounting Officer** | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
| 21 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 13, 2026.
| Enveric Biosciences, Inc. | ||
| By: | /s/ Joseph Tucker | |
| Name: | Joseph Tucker, Ph.D. | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Kevin Coveney | |
| Name: | Kevin Coveney | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
| 22 |