[D] Enveric Biosciences, Inc. SEC Filing

Rhea-AI Filing Summary

Enveric Biosciences, Inc. filed a Form D disclosing a Regulation D securities offering under Rule 506(b). The filing identifies the offering as indefinite with no proceeds sold to date and a first sale date of 2025-09-18. The securities offered are options/warrants to acquire common stock, issued as inducements to exercise previously issued warrants at a reduced price. The notice lists 12 current investors, reports estimated sales commissions of $155,321, and indicates $0 of gross proceeds have been used to pay executive officers or directors. The issuer is Enveric Biosciences, Inc., a Delaware corporation with corporate officers and directors based at 245 First Street, Cambridge, MA. H.C. Wainwright & Co., LLC is disclosed as the associated broker-dealer.

Positive

• Regulation D exemption (Rule 506(b)) invoked, enabling private placement compliance
• No proceeds used to insiders ($0) reported for the offering
• Associated broker-dealer identified: H.C. Wainwright & Co., LLC (disclosure of placement agent)

Negative

• $0 raised to date despite a recorded first sale date of 2025-09-18
• Estimated sales commissions of $155,321 increase offering costs before cash proceeds
• Warrants issued for no additional consideration create potential dilution upon exercise

Insights

Capital Markets Attorney

Form D shows a Rule 506(b) warrant offering with no proceeds yet raised.

The filing confirms an exempt offering under Rule 506(b) and an indefinite offering size with $0 sold to date and a recorded first sale date of 2025-09-18. This notice documents compliance steps and identifies the associated broker-dealer H.C. Wainwright & Co., LLC.

The presence of 12 investors and estimated sales commissions of $155,321 are disclosure items that affect offering economics and regulatory reporting; no material payments to insiders are reported ($0).

Corporate Finance Analyst

Warrants issued as inducements indicate a capital-raising tactic without immediate cash inflow.

The securities described are options/warrants issued for no additional consideration to encourage exercise at a reduced price, which may dilute existing shareholders when exercised. The filing reports no proceeds sold so far, but shows offering-related commission costs of $155,321 already estimated.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000890821

AMERI Holdings, Inc.

SPATIALIZER AUDIO LABORATORIES INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Enveric Biosciences, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Enveric Biosciences, Inc.
Street Address 1		Street Address 2
245 FIRST STREET RIVERVIEW II 18TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CAMBRIDGE	MASSACHUSETTS	02142	239-302-1707

3. Related Persons

Last Name	First Name	Middle Name
Tucker	Joseph	E.
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Director

Last Name	First Name	Middle Name
Coveney	Kevin	M.
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Webb	Michael	D.
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kegler	George	W.
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schabacker	Marcus
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pasqualone	Frank
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
DeWitt	Sheila
Street Address 1	Street Address 2
245 First Street, Riverview II	18th Floor
City	State/Province/Country	ZIP/PostalCode
Cambridge	MASSACHUSETTS	02142

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	3rd Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS NEVADA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

Common stock warrants issued for no additional consideration as an inducement to exercise previously issued warrants at a reduced exercise price.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

12

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$155,321	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Enveric Biosciences, Inc.	/s/ Joseph E. Tucker	Joseph E. Tucker	Chief Executive Officer and Director	2025-10-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Enveric Biosciences (ENVB) file in this Form D?

The company filed a Form D for a private offering under Rule 506(b) describing the sale of options/warrants to acquire common stock.

Has Enveric raised any proceeds from the offering?

No. The filing reports $0 sold to date and the offering is listed as indefinite.

How many investors are in the offering and when was the first sale date?

The filing reports 12 investors and records a first sale date of 2025-09-18.

What type of securities is Enveric offering in this notice?

The securities are listed as options, warrants, or other rights to acquire another security (common stock warrants).

Are there any sales commissions or broker-dealer disclosures?

Yes. Estimated sales commissions are $155,321, and the associated broker-dealer is H.C. Wainwright & Co., LLC.

Did the filing report any proceeds paid to executives or directors?

No. The filing discloses $0 proposed or used for payments to named executive officers, directors, or promoters.