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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
March
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 00000
(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
March 27, 2026, Enveric Biosciences, Inc. issued a press release providing a corporate update and announcing its financial results
for the fourth quarter and year ended December 31, 2025. 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 March 27, 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:
March 27, 2026 |
ENVERIC
BIOSCIENCES, INC. |
| |
|
|
| |
By: |
/s/
Joseph Tucker |
| |
|
Joseph
Tucker, Ph.D. |
| |
|
Chief
Executive Officer |
Exhibit
99.1

Enveric
Biosciences Reports Financial Results and Provides Corporate Update for
Fourth
Quarter and Fiscal Year Ended 2025
Product
Development Highlights:
| |
● |
Reported positive preclinical
results for lead drug candidate EB-003, showing statistically significant improvements in animal models of severe chronic depression
and despair and in post-traumatic stress disorder (PTSD) |
| |
● |
Identified neuroplastogen
candidates with potential to promote brain-derived neurotrophic factor (BDNF) signaling, an established therapeutic target for neurodegenerative
disease |
Corporate
and Business Development Highlights:
| |
● |
Announced the withdrawal
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 (GM-2505) molecule acquired by AbbVie, Inc. |
| |
● |
Continued to strengthen
Enveric’s expansive IP portfolio directed to molecules intended to provide non-hallucinogenic treatment options. Multiple patents
and notices of allowance were issued for its EVM301 Series, including a novel family of molecules including melatonin receptor-targeting
compounds, and for its EVM401 Series |
CAMBRIDGE,
Mass., March 27, 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 provided
a corporate update following the filing of its 10-K on Friday, March 27, 2026, which reported financial results for the fourth quarter
and year ended December 31, 2025.
CEO
Commentary:
“The
year 2025 was a year of important scientific progress for Enveric as we further strengthened the mechanistic rationale for our lead candidate,
EB-003, a non-hallucinogenic neuroplastogen, being developed for the treatment of underserved mental health conditions,” said Joseph
Tucker, Ph.D., Director and CEO of Enveric. “Our research team has continued to produce novel data, confirming EB-003’s dual-mechanism
of action and its ability to promote neuroplasticity without hallucinogenic effects in animal models. We are now in the process of completing
IND-supporting studies in preparation for submitting an IND application to the FDA, a key milestone that offers the potential to generate
value for our stockholders and potentially deliver much-needed innovation to patients with severe and difficult to treat mental health
disorders.”
Dr.
Tucker added: “Our excitement around EB-003 has been further amplified by recent, independent academic research that has helped
to provide additional mechanistic clarity for the field. Researchers have shown intracellular pathways downstream of 5-HT2A
in the experimental models, with signal pathways potentially mediating antidepressant- and anxiolytic-like effects, distinct from pathways
resulting in hallucinations. These findings from independent researchers are consistent with our strategy of designing non-hallucinogenic
neuroplastogens intended to deliver therapeutic benefit without the safety, monitoring, and scalability constraints associated with psychedelic
compounds.

“Also
in 2025, we were gratified to see positive results from our decision to take a firm stance to defend our intellectual property and protect
our discoveries. A Post-Grant Review (PGR) petition filed by Gilgamesh Pharmaceuticals, and ultimately withdrawn by AbbVie, Inc., underscored
the significance and breadth of our intellectual property footprint in the field. We believe that our patent portfolio will continue
to generate value for our stockholders and support our efforts towards developing novel therapeutics to benefit patients with mental
health conditions.”
Dr.
Tucker concluded: “In 2026, we are working towards a streamlined IND application for EB-003 in preparation of the initiation of
a first-in-human Phase 1 clinical trial. With the dual mechanism of action that engages both 5-HT2A and 5-HT1B
receptors, we are optimistic that our research has the potential to profoundly impact mental health disease where innovation has been
lacking for decades.”
FOURTH
QUARTER, YEAR END, AND RECENT UPDATES
Corporate,
Product and Business Development Highlights:
EB-003
Development:
| |
● |
Received FDA response allowing
for streamlined plans for EB-003 IND submission |
| |
● |
Successfully completed
pre-IND dose range finding studies for EB-003 establishing maximum tolerated dose, supporting progression of EB-003 toward IND-enabling
studies and first-in-human clinical trials |
| |
● |
Reported positive preclinical
results for lead drug candidate EB-003, showing statistically significant improvements in a preclinical model of severe chronic depression
and despair |
| |
● |
Announced positive results
in treatment in preclinical, exposure-based therapeutic model for post-traumatic stress disorder (PTSD) showing significantly decreased
context-induced freezing behavior one-hour post-dose of EB-003 |
| |
● |
Achieved key manufacturing
milestones in the chemistry, manufacturing, and controls (CMC) development of EB-003, key steps in scaling production and preparing
the drug for required regulatory activities |
Discovery:
| |
● |
Identified neuroplastogen
candidates with potential to promote BDNF signaling, an established therapeutic target for neurodegenerative disease |
| |
● |
Announced publication of
two peer-reviewed articles highlighting novel bioproduction methods for neuropsychiatric drug discovery. Research published in ACS
Chemical Biology and BioDesign Research describes new approaches for producing tryptamine and MDMA-derived compounds |

Intellectual
Property:
| |
● |
Vigorously defended intellectual
property portfolio, highlighted by 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 |
| |
● |
Continued to strengthen
expansive IP portfolio and the pipeline of opportunities, receiving multiple patents and notices of allowance |
| |
○ |
Strengthened IP support
for the EVM301 Series of compounds with multiple notices of allowance and U.S.patent issuances |
| |
○ |
Unveiled EVM401 Series
of compounds in 2025 with four issued U.S. Patents, two of which issued in Q4 alone, for potential next-generation, non-hallucinogenic
mescaline derivatives |
Corporate
& Financial:
| |
● |
Executed two licensing
agreements with Restoration Biologics LLC, a biotechnology company focused on the treatment of joint disease for cannabinoid-COX-2
conjugate compounds, for pharmaceutical and potential non-pharmaceutical applications |
| |
● |
Expanded collaboration
with TOTEC Pharma LLC, a drug company focused on the development of topical cannabinoid pharmaceutical products, through a trademark
license |
| |
● |
Relocated corporate headquarters
to Cambridge, MA to leverage the Greater Boston biotech hub’s scientific and financial ecosystem |
| |
● |
During the fourth quarter
of 2025, the Company raised at total of $4.9 million from a warrant inducement and an at-the-market offering. Total gross proceeds raised
during fiscal year 2025 was $12.2 million |
| |
● |
Completed a reverse stock
split of its common stock on October 28, 2025, at a ratio of 1 post-split share for every 12 pre-split shares |
FOURTH
QUARTER & YEAR END FINANCIAL RESULTS
Net
loss attributable to stockholders was $4.0 million for the fourth quarter ended December 31, 2025, including $0.3 million in net non-cash
expense, with a basic and diluted loss per share of $6.12, as compared to a net loss of $3.2 million, including $1.0 million in net non-cash
income, with a basic and diluted loss per share of $58.06 for the quarter ended December 31, 2024. The Company had cash-on-hand of $4.7
million for the quarter ended December 31, 2025. For the year ended December 31, 2025, the Company raised gross proceeds, through offerings,
of $12.2 million.
Subsequent
Events
In
January 2026, the Company raised gross proceeds of approximately $1.5 million from a registered direct offering and, in February 2026,
raised gross proceeds of approximately $1.45 million from an at-the-market offering.

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