Enveric Biosciences (ENVB) amends ATM; $2.425M remaining capacity

Rhea-AI Filing Summary

Enveric Biosciences files a prospectus supplement updating an at-the-market (ATM) facility to offer up to $2,425,000 aggregate offering price of Common Stock pursuant to an ATM Agreement with H.C. Wainwright & Co., LLC.

The supplement states Enveric has previously sold $3,199,400.98 of Common Stock under the ATM Agreement and sold $4,483,711.04 of securities under General Instruction I.B.6 of Form S-3 in the prior 12 months. The one-third limitation under General Instruction I.B.6 applies based on non-affiliate market value, and the supplement ties the updated offering limit to that rule.

Insights

Capital Markets Attorney

The filing updates an S-3 ATM capacity under General Instruction I.B.6.

The supplement amends an ATM Prospectus Supplement to set a remaining aggregate offering capacity of $2,425,000 pursuant to General Instruction I.B.6 of Form S-3 and the April 9, 2025 ATM Agreement with H.C. Wainwright. The one-third limitation tied to non-affiliate aggregate market value is stated verbatim.

Importantly, the filing preserves the regulatory qualifier: the one-third cap applies while non-affiliate market value is below $75,000,000. Any change in that market-value threshold would alter permitted sales; subsequent filings would reflect such a change.

Equity Capital Markets Analyst

Provides $2.425M of remaining ATM capacity and reports prior ATM sales.

The company reports prior ATM proceeds of $3,199,400.98 and aggregate Form I.B.6 sales of $4,483,711.04 in the preceding 12 months. The supplement sets the updated remaining offering limit at $2,425,000.

Cash‑flow treatment is not specified here beyond sales through the sales agent; the volume available under the ATM will depend on future market activity and the non-affiliate market value calculation.

Key Figures

Remaining ATM offering capacity: $2,425,000 Prior ATM sales under agreement: $3,199,400.98 12‑month Form I.B.6 sales: $4,483,711.04 +3 more

6 metrics

Remaining ATM offering capacity $2,425,000 aggregate offering price available under Registration Statement

Prior ATM sales under agreement $3,199,400.98 amount sold through the sales agent under the ATM Agreement

12‑month Form I.B.6 sales $4,483,711.04 securities sold pursuant to General Instruction I.B.6 in prior 12 months

Aggregate market value $20,727,257.32 based on 4,028,477 shares at $5.32 per share (April 28, 2026)

Last reported sale price (June 8, 2026) $1.75 per share last reported Nasdaq sale price on June 8, 2026

Shares outstanding used in market cap 4,028,477 shares shares of Common Stock used to compute aggregate market value

Key Terms

ATM Agreement, General Instruction I.B.6 of Form S-3, aggregate market value

3 terms

ATM Agreement financial

"terms of an at the market offering agreement dated April 9, 2025"

An at-the-market (ATM) agreement lets a company sell newly issued shares directly into the public market over time through a broker, rather than selling a large block all at once. Investors care because it provides a flexible way for the company to raise cash when needed, but it can increase the number of shares outstanding gradually and put downward pressure on the stock price if sales are large relative to normal trading—similar to adding more product to a store shelf while customers are buying.

General Instruction I.B.6 of Form S-3 regulatory

"pursuant to General Instruction I.B.6 of Form S-3"

aggregate market value financial

"The aggregate market value of our outstanding Common Stock is approximately $20,727,257.32"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

Offering Details

ATM

Offering

Offering Type ATM

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-280721

PROSPECTUS SUPPLEMENT NO. 3

(to Prospectus dated April 17, 2025 and

Prospectus Supplements dated April 17, 2025

and February 6, 2026)

Enveric Biosciences, Inc.

Up to $2,425,000

Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplements, dated April 17, 2025, and February 6, 2026 (collectively, the “ATM Prospectus Supplement”), to the accompanying base prospectus, dated April 17, 2025 (the “Base Prospectus” and, collectively with the ATM Prospectus Supplement, the “Prospectus”) filed as part of our registration statement on Form S-3 (File No. 333-280721) (the “Registration Statement”), relating to the offer, issuance and sale of shares of our common stock, par value $0.01 per share (“Common Stock”), from time to time, pursuant to the terms of an at the market offering agreement (“ATM Agreement”), dated April 9, 2025, by and between us and H.C. Wainwright & Co., LLC, acting as sales agent or principal (“Wainwright” or the “sales agent”). Through the date hereof, we have sold an aggregate of $3,199,400.98 of shares of our Common Stock through the sales agent under the ATM Agreement. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ENVB.” On June 8, 2026, the last reported sale price for our Common Stock on Nasdaq was $1.75 per share.

The aggregate market value of our outstanding Common Stock is approximately $20,727,257.32, based on 4,028,477 shares of Common Stock, of which 3,896,101 shares are held by non-affiliates, and a price of $5.32 per share, which was the last reported sale price of our Common Stock on Nasdaq on April 28, 2026. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold $4,483,711.04 of securities pursuant to General Instruction I.B.6 of Form S-3.

We are filing this prospectus supplement to amend and supplement, as of June 9, 2026, the ATM Prospectus Supplement to update the maximum aggregate offering price of shares of our Common Stock that may be offered and sold under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3. After giving effect to the $6,909,085.77 offering limit imposed by General Instruction I.B.6 of Form S-3 and deducting amounts offered and sold pursuant to General Instruction I.B.6 of Form S-3 in the 12 calendar months prior to the date of this prospectus supplement, we may offer and sell additional shares of our Common Stock having an aggregate offering price of up to $2,425,000 from time to time through the sales agent in accordance with the terms of the ATM Agreement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our Common Stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our Common Stock held by non-affiliates is less than $75,000,000. In the event that subsequent to the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on sales shall not apply to additional sales made pursuant to this prospectus supplement.

Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-9 of the ATM Prospectus Supplement and other documents and information contained or incorporated by reference in this prospectus supplement and the ATM Prospectus Supplement.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities are not being offered in any jurisdiction where the offer is not permitted.

H.C. Wainwright & Co.

The date of this prospectus supplement is June 9, 2026.

FAQ

What does Enveric's prospectus supplement allow ENVB to do?

It permits Enveric to offer up to $2,425,000 aggregate offering price of Common Stock under an ATM Agreement. The sales are to occur from time to time through H.C. Wainwright under the Registration Statement.

How much has ENVB already sold under the ATM Agreement?

The supplement states Enveric has sold $3,199,400.98 of Common Stock through the sales agent under the ATM Agreement through the date of the supplement.

What is the 12‑month Form S‑3 selling limit referenced for ENVB?

Under General Instruction I.B.6, Enveric reports it sold $4,483,711.04 of securities in the prior 12 months; the rule limits sales to one‑third of non‑affiliate market value while that value is under $75,000,000.

What market value and share figures does Enveric disclose for ENVB?

The supplement reports an aggregate market value of approximately $20,727,257.32 based on 4,028,477 shares and a price of $5.32 per share (last reported sale price on April 28, 2026 used for this calculation).

Who is the sales agent for Enveric's ATM program?

The prospectus supplement names H.C. Wainwright & Co., LLC as the sales agent or principal under the ATM Agreement dated April 9, 2025.