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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
January
27, 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
1.01 Entry into a Material Definitive Agreement.
On
January 27, 2026, Enveric Biosciences, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with certain institutional investors (each, an “Investor”), pursuant to which the
Company agreed to issue and sell to the Investors in a registered direct offering, an aggregate of 328,802 shares (the “Shares”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $4.41 per share (the “Registered
Direct Offering”) for gross proceeds of approximately $1.5 million before the deduction of placement agent fees and offering expenses.
The closing of the Registered Direct Offering occurred on January 28, 2026. The Shares were offered by the Company pursuant to a shelf
registration statement on Form S-3 (File No. 333-280721), which was initially filed with the Securities and Exchange Commission (the
“Commission”) on July 8, 2024, as amended on April 10, 2025, and was declared effective by the Commission on April 17, 2025
(the “Registration Statement”), including a prospectus supplement filed with the Commission on January 28, 2026.
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 328,802 shares of Common Stock (the “Series G Warrants”), and unregistered Series H warrants to purchase up
to 328,802 shares of Common Stock (the “Series H Warrants”, and collectively with the Series G Warrants, the “Common
Warrants”). The Common Warrants have an exercise price of $4.16 per share (subject to customary adjustments as set forth in the
Common Warrants) and are exercisable immediately. The Series G Warrants will expire five (5) following the effective date of the Resale
Registration Statement (defined below), and the Series H Warrants will expire eighteen (18) months following the effective date
of the Resale Registration Statement. The Common Warrants contain customary anti-dilution adjustments to the exercise price, including
for share splits, share dividends, rights offering and pro rata distributions. The Company has agreed to file a registration statement
providing for the resale of the shares issuable upon the exercise of the Common Warrants and warrants issued to its placement agent within
thirty calendar days after the closing date (the “Resale Registration Statement”).
A
holder of a Common Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates,
would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares
of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided,
however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation,
provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
In
the Purchase Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any
shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 15 days following
the closing of the Offerings.
The
Company currently intends to use the net proceeds from the Offerings, estimated to be approximately $1.25 million, for product development,
working capital and general corporate purposes.
H.C.
Wainwright & Co., LLC (“Placement Agent”) acted as the exclusive placement agent in connection with the Offerings under
an Engagement Letter, dated as of December 8, 2024, as amended on January 14, 2025, June 5, 2025, November 11, 2025, and December 16,
2025 (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company agreed to pay the Placement Agent a cash fee
equal to 7.0% of the aggregate gross proceed of the Offerings as well as a management fee equal to 1.0% of the aggregate gross proceeds
of the Offerings. The Company also agreed to pay the Placement Agent up to $35,000 for accountable expenses including
the Placement Agent’s legal fees and expenses, and $10,000 for a clearing agent fee. We also issued warrants (the “Placement Agent Warrants”) to purchase up to 23,016 shares
of Common Stock to the Placement Agent (including its designees). The Placement Agent Warrants have an exercise price equal to $5.5125
per share and are exercisable for five (5) years from the commencement of sales in the Offerings. The Common Warrants and Placement Agent
Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants and Placement Agent Warrants are not being
registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to the Registration
Statement, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated
thereunder.
The
Company agreed to indemnify the Placement Agent against certain liabilities relating to or arising out of the Placement Agent’s
activities under the Engagement Letter and to contribute to payments that the Placement Agent may be required to make in respect of such
liabilities.
The
Private Placement closed on January 28, 2026. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K
to provide investors and stockholders with information regarding its terms. It is not intended to provide any other information about
the parties to the Purchase Agreement, or any of their respective affiliates. The representations, warranties and covenants in the Purchase
Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to
that agreement and may be subject to limitations agreed upon by the parties. The representations and warranties may have been made for
the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts
and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors are
not third-party beneficiaries under the Purchase Agreement. Accordingly, the representations, warranties and covenants may not accurately
represent the current state of the Company’s affairs at any time.
The
foregoing descriptions of the Purchase Agreement, the Common Warrants and the Placement Agent Warrants are subject to, and qualified
in their entirety by reference to the full text of the agreements, copies of which (or forms thereof) are attached hereto as Exhibits
10.1, 4.1, 4.2, and 4.3, respectively, and are incorporated herein by reference.
A
copy of the opinion of Greenberg Traurig, LLP relating to the validity of the issuance and sale of the Shares is attached as Exhibit
5.1 hereto.
On
January 28, 2026, the Company issued two press releases disclosing the transactions described in this Item 1.01, copies
of which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Form 8-K with respect to the issuance of the Common Warrants and the Placement Agent Warrants
is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Series G Common Stock Purchase Warrant |
| 4.2 |
|
Form of Series H Common Stock Purchase Warrant |
| 4.3 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Legal Opinion of Greenberg Traurig, LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.1 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated January 28, 2026 |
| 99.2 |
|
Press Release, dated January 28, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
January 28, 2026 |
ENVERIC
BIOSCIENCES, INC. |
| |
|
|
| |
By: |
/s/
Joseph Tucker |
| |
|
Joseph
Tucker, Ph.D. |
| |
|
Chief
Executive Officer |
