Enveric Biosciences (NASDAQ: ENVB) holders OK reverse split, block share increase

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Enveric Biosciences, Inc. reported two main developments. First, the board approved new standard forms of restricted stock unit (RSU) and restricted stock (RSA) award agreements under its 2020 Long-Term Incentive Plan. The RSUs vest over four years, while RSAs vest on specified dates, and both include change in control, forfeiture, and other customary terms for executives and directors.

Second, at the May 28, 2026 annual meeting, 991,828 shares were represented, equal to 52.54% of shares entitled to vote, establishing a quorum. Stockholders elected six directors and approved the advisory say-on-pay proposal with 569,552 votes for and 26,884 against. They extended board authority to implement a reverse stock split within a 1-for-5 to 1-for-15 range (793,344 for, 190,175 against), but voted against increasing authorized common shares to 5,000,000,000 (427,158 for, 555,147 against). The appointment of CBIZ CPAs P.C. as auditor for 2026 was ratified with 960,728 votes for and 19,347 against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 991,828 shares Quorum percentage: 52.54% Say-on-pay support: 569,552 for vs. 26,884 against +4 more

7 metrics

Shares represented 991,828 shares Present or by proxy at 2026 annual meeting

Quorum percentage 52.54% Percentage of outstanding common stock entitled to vote

Say-on-pay support 569,552 for vs. 26,884 against Advisory vote on executive compensation

Reverse split proposal vote 793,344 for vs. 190,175 against Authority for 1-for-5 to 1-for-15 reverse stock split

Authorized share increase vote 427,158 for vs. 555,147 against Proposal to increase authorized shares to 5,000,000,000

Auditor ratification vote 960,728 for vs. 19,347 against Ratification of CBIZ CPAs P.C. for fiscal 2026

Board size elected 6 directors Elected to serve until 2027 annual meeting

Key Terms

Restricted Stock Unit Award Agreement, Restricted Stock Award Agreement, change in control, reverse stock split, +2 more

6 terms

Restricted Stock Unit Award Agreement financial

"approved and adopted, (i) a new form of Restricted Stock Unit Award Agreement (“RSU Agreement”)"

A restricted stock unit (RSU) award agreement is a formal promise from a company that an employee or contractor will receive company shares (or cash equal to their value) after meeting certain conditions, such as staying with the company for a set time or hitting performance targets. Investors care because RSUs can dilute existing shares when converted, reveal how management is paid and incentivized, and signal future share issuance that can affect earnings and stock value.

Restricted Stock Award Agreement financial

"a new form of Restricted Stock Award Agreement (the “RSA Agreement”)"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

change in control financial

"vested units are settled upon a change in control or termination of service"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

reverse stock split financial

"effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Authorized Stock Increase Proposal financial

"increase the authorized number of shares of common stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”)"

Say-on-Pay Proposal financial

"An advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-on-Pay Proposal”)"

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Understanding 8-K Material Events →

05/29/2026 - 04:13 PM

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 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2026, the Compensation Committee recommended, and the Board of Directors (the “Board”) of Enveric Biosciences, Inc. (the “Company”) approved and adopted, (i) a new form of Restricted Stock Unit Award Agreement (“RSU Agreement”) and (ii) a new form of Restricted Stock Award Agreement (the “RSA Agreement”, and together with the RSU Agreement, the “Award Agreements”), in each case under the Company’s 2020 Long-Term Incentive Plan, as amended (the “Plan”).

The RSU Agreement provides for time-based vesting over a four-year period, with 25% of the award vesting on the first anniversary of the grant date and the remaining portion vesting in substantially equal monthly installments thereafter, and generally provides that vested units are settled upon a change in control or termination of service, subject to compliance with Section 409A of the Internal Revenue Code. The RSU Agreement also includes provisions providing for full vesting upon a change in control, limited accelerated vesting upon certain qualifying terminations, forfeiture of unvested units upon termination of service, and, in the case of a termination for cause, forfeiture of vested but unsettled units.

The RSA Agreement generally provides for time-based vesting on a specified vesting date, subject to continued service through such date, with unvested shares forfeited upon a termination of service prior to vesting, and includes customary restrictions on transfer and provisions regarding stockholder rights prior to vesting.

The Award Agreements will be used in connection with future grants of restricted stock units and restricted stock to the Company’s named executive officers and directors, as applicable.

The foregoing description of the Award Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of RSU Agreement and RSA Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The full text of the Plan is included in Exhibit 10.3.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 991,828 shares of the Company’s common stock were present in person or represented by proxy at the 2026 Annual Meeting, which represented 52.54% of the outstanding shares of common stock entitled to vote at the 2026 Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote per share of common stock held as of the close of business on March 30, 2026, the record date for the 2026 Annual Meeting. The matters submitted for a vote and the related results are set forth below. At the 2026 Annual Meeting, each of the five matters were presented for a vote to the stockholders:

● The election of six directors, to serve until the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified (“Election of Directors”);

● An advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-on-Pay Proposal”);

● The extension of the approval of the Company’s Board to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15, with the ratio within such range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”);

● The extension of the approval of the Board to amend the Charter to, at the discretion of the Board, increase the authorized number of shares of common stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”); and

● The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).

The proposal to approve the adjournment of the 2026 Annual Meeting was not presented for a vote.

The final vote results for each of these five matters are set forth below.

The votes cast on the Election of Directors were as follows:

Nominee	Votes For	Withheld	Broker Non-Votes
Michael Webb	564,143	37,590	390,095
George Kegler	531,522	70,211	390,095
Frank Pasqualone	531,937	69,796	390,095
Marcus Schabacker, M.D., Ph.D.	566,038	35,695	390,095
Joseph Tucker, Ph.D.	565,386	36,347	390,095
Sheila DeWitt, Ph.D	565,534	36,199	390,095

The votes cast on the advisory vote for the Say-on-Pay Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
569,552		26,884		5,297		390,095

The votes cast on the Reverse Stock Split Proposal were as follows:

Votes For		Votes Against		Abstentions
793,344		190,175		8,309

The votes cast on the Authorized Stock Increase Proposal were as follows:

Votes For		Votes Against		Abstentions
427,158		555,147		9,523

The votes cast on the Auditor Ratification Proposal were as follows:

Votes For		Votes Against		Abstentions
960,728		19,347		11,753

For more information about the foregoing proposals, please see the Company’s proxy statement for the 2026 Annual Meeting, together with any supplements thereto. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1		Form of RSU Agreement
10.2		Form of RSA Agreement
10.3		Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed with the Commission on March 24, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 29, 2026	ENVERIC BIOSCIENCES, INC.

	By:	/s/ Joseph Tucker
		Joseph Tucker, Ph.D.
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive equity award changes did Enveric Biosciences (ENVB) approve?

Enveric Biosciences approved new forms of RSU and RSA award agreements under its 2020 Long-Term Incentive Plan. RSUs vest over four years, RSAs vest on specified dates, and both include change in control, forfeiture, and standard executive and director provisions.

How many shares were represented at Enveric Biosciences' 2026 annual meeting?

At the 2026 annual meeting, 991,828 shares of Enveric Biosciences common stock were present or represented by proxy. This equaled 52.54% of the outstanding shares entitled to vote, which was sufficient to constitute a quorum for conducting official business.

Did Enveric Biosciences (ENVB) shareholders approve the reverse stock split proposal?

Shareholders approved extending board authority to effect a reverse stock split at a ratio between 1-for-5 and 1-for-15. The reverse split proposal received 793,344 votes for, 190,175 votes against, and 8,309 abstentions at the 2026 annual meeting.

Was the proposed increase in authorized shares approved at Enveric Biosciences' 2026 meeting?

The proposed increase in authorized common shares to 5,000,000,000 was not approved. The authorized stock increase proposal received 427,158 votes for, 555,147 votes against, and 9,523 abstentions, so it failed to gain stockholder approval at the meeting.

How did Enveric Biosciences shareholders vote on executive compensation (say-on-pay)?

Shareholders approved Enveric Biosciences’ advisory say-on-pay proposal regarding named executive officer compensation. The vote totals were 569,552 shares for, 26,884 against, 5,297 abstentions, and 390,095 broker non-votes, supporting the disclosed compensation program.

Which auditor did Enveric Biosciences (ENVB) stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of CBIZ CPAs P.C. as Enveric Biosciences’ independent registered public accounting firm for the year ending December 31, 2026. The auditor ratification proposal received 960,728 votes for, 19,347 against, and 11,753 abstentions.

Filing Exhibits & Attachments

5 documents