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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
April
16, 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
April 16, 2026, Enveric Biosciences, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with certain institutional investors (the “Investors” and each, an “Investor”),
pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”)
(i) 98,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”),
(ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,124,223 shares of Common Stock (the
“Pre-Funded Warrant Shares”), (iii) Series I warrants to purchase up to 2,222,223 shares of Common Stock (the “Series
I Warrants,” and the shares issuable upon exercise thereof, the “Series I Warrant Shares”), and (iv) Series
J warrants to purchase up to 2,222,223 shares of Common Stock (the “Series J Warrants,” together with the Series I Warrants,
the “Warrants” and the shares issuable upon exercise thereof, the “Series J Warrant Shares,” together with the
Series I Warrant Shares, the “Warrant Shares”).
The
Warrants have an exercise price of $2.00 per share (subject to customary adjustments as set forth in the Warrants) and are exercisable
immediately. The Series I Warrants will expire five (5) years following the effective date of the Resale Registration Statement (defined
below), and the Series J Warrants will expire eighteen (18) months following the effective date of the Resale Registration Statement.
The Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offering
and pro rata distributions.
A
holder of a 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%.
The
Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock
at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants
to the extent the holder would exceed the Beneficial Ownership Limitation. A holder may increase or decrease this percentage with respect
to Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior
notice to the Company.
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 30 days following
the earliest of (i) the effective date of the registration statement covering the resale of the “Registrable Securities”
as defined in the Registration Rights Agreement (defined below) (the “Resale Registration Statement”); (ii) the date the
Shares and Warrant Shares have been sold pursuant to Rule 144; (iii) the one-year anniversary of the closing date; or (iv) the date all
of the Shares and Warrant Shares are sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act of 1933,
as amended (the “Securities Act”).
H.C.
Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with the Private Placement
under an Engagement Letter, dated as of December 8, 2024, as amended on January 14, 2025, June 5, 2025, November 10, 2025, and
December 16, 2025 (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company agreed to pay the Placement Agent
a cash fee of 7.0% of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal to 1.0% of the gross
proceeds raised in the Private Placement and reimbursement of certain expenses and legal fees. The Company also issued warrants to designees
of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 7.0% of the aggregate number of shares of Common
Stock placed in the Private Placement, equating to 155,556 shares of Common Stock (the “Placement Agent Warrant Shares”).
The Placement Agent Warrants have substantially the same terms as the Series I Warrants, except that the Placement Agent Warrants have
an exercise price equal to $2.8125 per share.
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.
In
connection with the Private Placement, the Company also entered into a registration rights agreement (the “Registration Rights
Agreement”), dated as of April 16, 2026, with each Investor, pursuant to which the Company agreed to prepare and file a registration
statement with the Securities and Exchange Commission registering the resale of Shares, Pre-Funded Warrant Shares, and Warrant Shares,
no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement
declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the Registration
Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full review” by the
Securities and Exchange Commission).
The
Private Placement closed on April 17, 2026. The gross proceeds to the Company from the Private Placement are expected to be approximately
$5.0 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company, with
the potential for up to approximately $8.9 million of additional aggregate gross proceeds upon the exercise in full of the Warrants.
The Company intends to use the net proceeds received from the Private Placement for product development, working capital and general
corporate purposes.
The
foregoing descriptions of the terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Series I Warrants, the Series
J Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their
entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series I Warrants,
the form of the Series J Warrants, the form of the Placement Agent Warrants, and the form of the Registration Rights Agreement, which
are attached hereto as Exhibits 10.1, 4.1, 4.2, 4.3, 4.4 and 10.2, respectively.
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 (i) the Shares, (ii) the Pre-Funded Warrants, the
Warrants, and the Placement Agent Warrants, (iii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iv)
the shares of the Common Stock issuable upon exercise of the Warrants, and (v) the shares of Common Stock issuable upon exercise of the
Placement Agent Warrants, is incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, the Warrants,
the Placement Agent Warrants, or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the
Securities Act or any state securities laws. The issuance of the Shares, the Pre-Funded Warrants, the Warrants, and the Placement Agent
Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration
provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Item
8.01 Other Events.
Press
Release
On
April 16, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of such press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On
April 17, 2026, the Company issued a press release announcing the closing of the Private Placement. A copy of such press release is attached
as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series I Common Stock Purchase Warrant |
| 4.3 |
|
Form of Series J Common Stock Purchase Warrant |
| 4.4 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release, dated April 16, 2026 |
| 99.2 |
|
Press Release, dated April 17, 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: April 17, 2026 |
ENVERIC BIOSCIENCES, INC. |
| |
|
|
| |
By: |
/s/ Joseph
Tucker |
| |
|
Joseph Tucker, Ph.D. |
| |
|
Chief Executive Officer |
Exhibit 99.1
Enveric
Biosciences Announces Up To $13.9 Million Private Placement Priced At-The-Market Under Nasdaq Rules
$5
million upfront with up to approximately $8.9 million of potential aggregate proceeds upon the exercise in full of warrants
CAMBRIDGE,
Mass., April 16, 2026 – Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology
company advancing novel neuroplastogenic small-molecule therapeutics to address psychiatric and neurological disorders, today announced
that it has entered into definitive agreements for the purchase and sale of 2,222,223 shares of its common stock (or pre-funded warrants
in lieu thereof), Series I warrants to purchase up to an aggregate of 2,222,223 shares of common stock and short-term Series J warrants
to purchase up to an aggregate of 2,222,223 shares of common stock, at a purchase price of $2.25 per share (or pre-funded warrant in
lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise
price of $2.00 per share and will be exercisable immediately upon issuance. The Series I warrants will expire five years after the effective
date of the Resale Registration Statement (as defined below) and the short-term Series J warrants will expire eighteen months after the
effective date of the Resale Registration Statement.
H.C.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
The
aggregate gross proceeds to the Company from the offering are expected to be approximately $5 million before deducting placement agent
fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series I warrants
and the short-term Series J warrants, if fully exercised on a cash basis, will be approximately $8.9 million. No assurance can be given
that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants. The closing
of the offering is expected to occur on or about April 17, 2026, subject to the satisfaction of customary closing conditions. The Company
intends to use the net proceeds from the offering for product development, working capital and general corporate purposes.
The
securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”) and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants
sold in the offering, have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement,
the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to
be issued in the offering (the “Resale Registration Statement”).
This
press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
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 patent 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 with the potential 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,” “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, including, but not limited to, statements regarding
the completion of the offering, including the expected closing date of the offering, the satisfaction of customary closing conditions
related to the offering, the exercise of the warrants prior to their expiration and anticipated potential additional aggregate gross
proceeds upon the exercise of warrants, and the anticipated use of proceeds from the offering. 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; obtain licenses and partnerships with pharmaceutical companies; 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
Exhibit 99.2
Enveric
Biosciences Announces Closing of Up To $13.9 Million Private Placement Priced At-The-Market Under Nasdaq Rules
$5
million upfront with up to approximately $8.9 million of potential aggregate proceeds upon the exercise in full of warrants
CAMBRIDGE,
Mass., April 17, 2026 – Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology
company advancing novel neuroplastogenic small-molecule therapeutics to address psychiatric and neurological disorders, today announced
the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale of 2,222,223
shares of its common stock (or pre-funded warrants in lieu thereof), Series I warrants to purchase up to an aggregate of 2,222,223 shares
of common stock and short-term Series J warrants to purchase up to an aggregate of 2,222,223 shares of common stock, at a purchase price
of $2.25 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The warrants have an exercise price of $2.00 per
share and are exercisable immediately upon issuance. The Series I warrants will expire five years after the effective date of the Resale
Registration Statement (as defined below) and the short-term Series J warrants will expire eighteen months after the effective date of
the Resale Registration Statement.
H.C.
Wainwright & Co. acted as the exclusive placement agent for the offering.
The
aggregate gross proceeds to the Company from the offering were approximately $5 million before deducting placement agent fees and other
offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series I warrants and the short-term
Series J warrants, if fully exercised on a cash basis, will be approximately $8.9 million. No assurance can be given that any of the
warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants. The Company intends to
use the net proceeds from the offering for product development, working capital and general corporate purposes.
The
securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the
offering, have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not
be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement, the Company
has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in
the offering (the “Resale Registration Statement”).
This
press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
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 patent 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 with the potential 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,” “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, including, but not limited to, statements regarding
the exercise of the warrants prior to their expiration and anticipated potential additional aggregate gross proceeds upon the exercise
of warrants, and the anticipated use of proceeds from the offering. 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; obtain licenses and partnerships with pharmaceutical companies; 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
