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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
May
15, 2026
Date
of Report (Date of earliest event reported)
Enveric
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38286 |
|
95-4484725 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Enveric
Biosciences, Inc.
245
First Street, Riverview II, 18th Floor
Cambridge,
MA 02142
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: (617) 444-8400
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 per share |
|
ENVB |
|
The
Nasdaq Stock Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
2.02 Results of Operations and Financial Condition.
On
May 15, 2026, Enveric Biosciences, Inc. issued a press release providing a corporate update and announcing its financial results for
the first quarter ended March 31, 2026. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that
is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated May 15, 2026 (furnished pursuant to Item 2.02) |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
May 15, 2026 |
ENVERIC
BIOSCIENCES, INC. |
| |
|
|
| |
By: |
/s/
Joseph Tucker |
| |
|
Joseph
Tucker |
| |
|
Chief
Executive Officer |
Exhibit
99.1

Enveric
Biosciences Reports Financial Results and Provides Corporate Update for First Quarter 2026
Product
Development Highlights:
| ● | Continued
advancement of lead candidate EB-003 with IND-enabling studies progressing toward planned
first-in-human clinical trial |
| ● | Reported
additional preclinical data for EB-003 demonstrating dual Gq and β-arrestin signaling
at 5-HT2A, pathways linked in peer-reviewed studies to antidepressant and anxiolytic
effects |
Corporate
and Business Development Highlights:
| ● | Strengthened
intellectual property portfolio with new patent issuances and allowances across EVM301 and
EVM401 series |
| ● | Announced
the withdrawal by AbbVie, Inc. of the Post-Grant Review (PGR) petition filed by Gilgamesh
Pharmaceuticals against Enveric’s issued U.S. Patent No. 12,138,276, which appears
relevant to the bretisilocin molecule (GM-2505) acquired by AbbVie, Inc. |
| ● | Presented
at and Participated in Panel Discussion at Sachs Associates 9th Annual Neuroscience Innovation
Forum During “J.P. Morgan Week 2026” |
CAMBRIDGE,
Mass., May 15, 2026 – Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology
company advancing next-generation neuroplastogenic small molecules to address psychiatric and neurological disorders, today reported
financial results for the first quarter ended March 31, 2026, and provided a comprehensive business update.
CEO
Commentary:
“Our
progress in the first quarter of 2026 reflects continued execution against our core mission of developing therapeutics capable of addressing
the significant unmet need in mental health,” said Joseph Tucker, Ph.D., Chief Executive Officer of Enveric Biosciences. “We
remain laser focused on advancing EB-003, Enveric’s lead drug candidate in developlment, toward an IND submission and first-in-human
clinical trials.”
Dr.
Tucker continued: “What differentiates Enveric is our commitment to harnessing the therapeutic potential of psychedelic-inspired
mechanisms while designing our candidates to eliminate the hallucinogenic effects that limit scalability, safety, and broad patient access.
Our growing body of preclinical data continue to support EB-003’s ability to promote neuroplasticity through selective receptor
engagement, reinforcing our confidence in its potential to deliver rapid and durable antidepressant and anxiolytic effects.”
“Since
the end of the first quarter, the broader policy environment appears to be increasingly supportive of innovation in mental health. Recent
actions, including an Executive Order issued under President Donald Trump emphasizing the importance of advancing novel treatments for
mental health conditions, underscore growing recognition of the therapeutic promise of psychedelic-inspired compounds. We believe the
future of this field will be defined by non-hallucinogenic neuroplastogens like EB-003, which is designed to deliver the benefits of
these pathways while avoiding the limitations associated with traditional psychedelic therapies.”

Dr.
Tucker continued: “In parallel, we continue to view our intellectual property estate as a foundational driver of long-term value
creation. The recent withdrawal of the Post-Grant Review petition by AbbVie further underscores the strength, breadth and strategic relevance
of our patent portfolio. We believe our expanding IP position not only protects our innovations but also enhances our ability to create
future partnering and monetization opportunities.”
Dr.
Tucker concluded: “With IND-enabling activities underway and a strong intellectual property position, we believe Enveric is well
positioned to generate meaningful value for stockholders as we transition toward the clinical phase of drug development.”
FIRST
QUARTER 2026 AND RECENT BUSINESS HIGHLIGHTS
Corporate,
Product and Business Development Highlights:
EB-003
Development:
| ● | Reported
EB-003 BRET receptor engagement assay data, demonstrating dual Gq and β-arrestin signaling
at 5-HT2A, pathways that have been linked in peer-reviewed studies to antidepressant
and anxiolytic effects |
| ● | Subsequent
to the end of the first quarter, highlighted positive results for EB-003 indicating a rapid
reduction in conditioned fear response in a validated preclinical model of PTSD, supporting
continued development for patient population with significant unmet need |
Intellectual
Property:
| ● | Announced
the withdrawal of the Post-Grant Review (PGR) petition, which had been filed by Gilgamesh
Pharmaceuticals, pertaining to patents that appear relevant to the bretisilocin (GM-2505)
molecule, which was acquired by AbbVie, Inc. in $1.2 billion deal |
| ● | Added
depth to EVM301 intellectual property portfolio for non-hallucinogenic treatment of neuropsychiatric
conditions, enhancing the patent claim coverage of Enveric’s N-heterocycle substituted
tryptamine derivative molecules |
| ● | Registered
five of the Company’s trademarks, including its house marks, Enveric and Enveric Biosciences,
with the Canadian Intellectual Property Office |
Corporate
& Financial:
| ● | Raised
gross proceeds of approximately $1.5 million through a registered direct offering, priced
At-The-Market under Nasdaq rules |
| ● | Expanded
collaboration with TOTEC Pharma through trademark license and option, out-licensing RCANN™
trademark portfolio |
| ● | Subsequent
to the end of the first quarter: |
| ○ | Raised
an additional approximately $1.5 million from the exercise of warrants and; |
| ○ | Closed
a private placement, priced At-The-Market under Nasdaq rules, of up to $13.9 million, including
$5 million upfront with up to approximately $8.9 million potential additional proceeds upon
exercise in full of warrants |

FIRST
QUARTER FINANCIAL RESULTS
Net
loss attributable to stockholders was $1.6 million for the first quarter ended March 31, 2026, including $0.1 million in net
non-cash expense, with a basic and diluted loss per share of $1.08, as compared to a net loss of $2.2 million, including $0.3
million in net non-cash income, with a basic and diluted loss per share of $14.58 for the quarter ended March 31, 2025. The Company
had cash-on-hand of $4.9 million for the quarter ended March 31, 2026. For the quarter ended March 31, 2026, the Company raised
gross proceeds, through offerings, of $2.8 million.
“In
April 2026, Enveric completed a private placement expected to generate gross proceeds of up to $13.9 million, including $5.0 million
received at closing, and assuming full exercise of the warrants issued in the private placement. In addition, the Company received $1.5
million from the exercise of Series G and H warrants at an exercise price of $4.16 per share,” said Kevin Coveney, CPA, Chief Financial
Officer. “As of May 15, 2026, the Company’s cash balance was approximately $10.3 million. Enveric believes these funds will
support the completion of preclinical development activities for EB-003, the planned filing of an IND application, and operations into
the first quarter of fiscal year 2027.”
About
Enveric Biosciences
Enveric
Biosciences (NASDAQ: ENVB) is 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 protected chemical structures, Enveric is advancing a pipeline of novel compounds designed to promote neuroplasticity without
hallucinogenic effects. Enveric’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A
and 5-HT1B receptors to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience. For
more information, please visit www.enveric.com.
Forward-Looking
Statements
This
press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These
statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking
statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology
such as “plans,” “expects” or “does not expect,” “proposes,” “budgets,” “explores,”
“schedules,” “seeks,” “sees,” “estimates,” “forecasts,” “intends,”
“anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases, or
by the use of words or phrases which state that certain actions, events or results may, could, should, would, or might occur or be achieved.
Forward-looking statements may include statements regarding beliefs, plans, expectations, or intentions regarding the future and are
based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could
differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited
to, the ability of Enveric to: finalize and submit its 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.
A
discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings
with the Securities and Exchange Commission, including Enveric’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Contacts
Investor
Relations
Tiberend
Strategic Advisors, Inc.
David
Irish
(231)
632-0002
dirish@tiberend.com
Media
Relations
Tiberend
Strategic Advisors, Inc.
Casey
McDonald
(646)
577-8520
cmcdonald@tiberend.com