Enveric Biosciences (NASDAQ: ENVB) shareholders approve reverse split range and 5B authorized shares

Rhea-AI Filing Summary

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

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

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

Positive

• None.

Negative

• Substantial authorized share increase: Stockholders approved raising authorized common stock from 100,000,000 to 5,000,000,000 shares, significantly expanding the capacity for future equity issuance and potential dilution.

Insights

Equity Capital Markets Analyst

Shareholders approved warrant share issuance, a flexible reverse split range, and a large increase in authorized common shares.

Enveric Biosciences obtained stockholder approval for several capital-structure tools. First, the Issuance Proposal under Nasdaq Listing Rule 5635(d) authorizes issuing common shares underlying certain previously issued warrants, enabling those instruments to be honored in equity rather than cash. The proposal passed with 723,464 votes for and 127,935 against, with 78,655 abstentions and 1,572,079 broker non-votes.

The Reverse Stock Split Proposal gives the board discretion to implement a reverse split between 1-for-5 and 1-for-15, which can adjust the share price by consolidating existing shares. It received 1,896,330 votes for and 524,498 against, with 81,305 abstentions. Separately, stockholders approved increasing authorized common shares from 100,000,000 to 5,000,000,000, with 1,946,233 votes for and 473,639 against, and 82,261 abstentions.

These approvals materially expand the company’s ability to issue equity in the future, through both warrant exercises and new share issuances, while also giving flexibility to adjust the share count via a reverse split at the board’s discretion. The actual impact will depend on how and when the board and warrant holders choose to use these authorizations.

false 0000890821 0000890821 2025-12-11 2025-12-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

December 11, 2025

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: (239) 302-1707

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. ☐

Explanatory Note

On October 23, 2025, we effected a 1-for-12 reverse stock split (the “October 2025 Reverse Stock Split”), which began trading on a split-adjusted basis on October 28, 2025, pursuant to which every 12 shares of the Company’s issued and outstanding shares of common stock were reclassified as one share of common stock. At the direction of the Company’s Inspector of Elections, the share totals reported below in connection with the Special Meeting do not reflect the impact of the October 2025 Reverse Stock Split because the October 2025 Reverse Stock Split occurred after the record date.

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

On December 11, 2025, Enveric Biosciences, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). A total of 2,502,133 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, which represented 40.23% of the outstanding shares of common stock entitled to vote at the Special 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 October 13, 2025, the record date for the Special Meeting. The matters submitted for a vote and the related results are set forth below. At the Special Meeting, our stockholders voted on each of the following four matters:

	1.	To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.01 per share (“Common Stock”), underlying certain warrants issued by us pursuant to those certain Inducement Letters, dated as of September 17, 2025, by and among us and certain holders named on the signatory page thereto, and the Engagement Letter, by and between us and H.C. Wainwright & Co., LLC, dated as of December 8, 2024, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such warrants (the “Issuance Proposal”);
	2.	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the proxy statement as Annex A, 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 between 1-for-5 and 1-for-15 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement;
	3.	To approve an amendment to our Charter, in substantially the form attached to the proxy statement as Annex B, to, at the discretion of the Board, increase the authorized number of shares of our Common Stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”); and
	4.	To approve an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or in favor of the Issuance Proposal, Reverse Stock Split Proposal, and the Authorized Stock Increase Proposal (the “Adjournment Proposal”).

The final vote results for each of these four matters is set forth below.

1. The votes cast on the Issuance Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
723,464		127,935		78,655		1,572,079

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

Votes For		Votes Against		Abstentions
1,896,330		524,498		81,305

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

Votes For		Votes Against		Abstentions
1,946,233		473,639		82,261

4. The Adjournment Proposal was rendered moot.

For more information about the foregoing proposals, please see the Company’s Proxy Statement for the Special Meeting. 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
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: December 11, 2025	ENVERIC BIOSCIENCES, INC.
	By:	/s/ Joseph Tucker
		Joseph Tucker
		Chief Executive Officer

FAQ

What did Enveric Biosciences (ENVB) stockholders vote on at the December 11, 2025 Special Meeting?

Stockholders voted on four items: an Issuance Proposal to authorize issuing common shares underlying certain warrants in compliance with Nasdaq Listing Rule 5635(d), a Reverse Stock Split Proposal allowing a reverse split between 1-for-5 and 1-for-15 at the board’s discretion, an Authorized Stock Increase Proposal to raise authorized common shares to 5,000,000,000, and an Adjournment Proposal, which was ultimately moot.

How many Enveric Biosciences (ENVB) shares were represented at the Special Meeting and was a quorum reached?

A total of 2,502,133 shares of Enveric Biosciences common stock were present in person or by proxy, representing 40.23% of the outstanding shares entitled to vote. This percentage constituted a quorum for conducting business at the Special Meeting.

What reverse stock split authority did Enveric Biosciences (ENVB) stockholders approve?

Stockholders approved a Reverse Stock Split Proposal amending the charter to permit the board, in its discretion, to implement a reverse stock split of issued and outstanding common stock, including treasury shares, at a ratio between 1-for-5 and 1-for-15, with the final ratio to be chosen by the board and announced publicly.

How did Enveric Biosciences (ENVB) shareholders vote on increasing authorized common shares?

For the Authorized Stock Increase Proposal, stockholders cast 1,946,233 votes for, 473,639 votes against, and 82,261 abstentions, approving an amendment to increase the authorized number of common shares from 100,000,000 to 5,000,000,000 shares.

What is the Issuance Proposal under Nasdaq Listing Rule 5635(d) for Enveric Biosciences (ENVB)?

The Issuance Proposal authorizes issuing shares of Enveric Biosciences common stock underlying certain warrants issued under Inducement Letters dated September 17, 2025, and an Engagement Letter dated December 8, 2024, in an amount equal to or greater than 20% of Enveric’s common stock outstanding immediately before the warrant issuance, to comply with Nasdaq Listing Rule 5635(d).

Why was the Adjournment Proposal for the Enveric Biosciences (ENVB) Special Meeting considered moot?

The Adjournment Proposal sought authority to adjourn the Special Meeting if there were not enough votes for the Issuance, Reverse Stock Split, or Authorized Stock Increase Proposals. Because these key proposals received sufficient votes and were approved, the Adjournment Proposal was rendered moot and no adjournment was needed.