false
0000890821
0000890821
2025-08-26
2025-08-26
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 ExchangeAct of 1934
August
26, 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.
4851 Tamiami Trail N, Suite 200
Naples,
FL 34103
(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 SecuritiesAct
(17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the ExchangeAct
(17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the ExchangeAct (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the ExchangeAct (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of theAct:
| 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 ExchangeAct 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 ExchangeAct. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 26, 2025, Enveric Biosciences,
Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of
the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’
equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the
Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’Equity Requirement”).
The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, reported stockholders’ equity of $2,184,769.
As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net
income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed
fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market.
The
notification received has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s
compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar
days, or until October 10, 2025, to submit a plan to regain compliance (the “Compliance Plan”). If the Compliance Plan is
acceptable to the Staff, they may grant an extension of 180 calendar days from the date of the Staff notification to regain compliance
with the Stockholders’Equity Requirement.
If
the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has
been rejected. At that time, the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel.
The
Company intends to submit the Compliance Plan on or before October 10, 2025, monitor its stockholders’ equity and, if appropriate,
consider further available options to regain compliance with the Stockholders’Equity Requirement.
Forward-Looking
Statements
This Current Report on Form 8-K contains
forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate
to future events or future performance. Generally, forward-looking statements and information may be identified by the use of forward-looking
terminology such as “plans,”“ expects” “proposes,” “budgets,” “schedules,”
“estimates,” “forecasts,” “intends,” “anticipates,” 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, 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 various factors. Although
the Company believes that the expectations reflected in the forward-looking statements are reasonable based on information currently
available, the Company cannot assure you that the expectations will prove to have been correct. Accordingly, you should not place undue
reliance on these forward-looking statements. In any event, these statements speak only as of the date of this Current Report on Form
8-K. The parties undertake no obligation to revise or update any of the forward-looking statements to reflect events or circumstances
after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events.
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:
August 29, 2025 |
ENVERIC
BIOSCIENCES, INC. |
| |
|
|
| |
By: |
/s/
Joseph Tucker |
| |
|
Joseph Tucker |
| |
|
Chief
Executive Officer |
