Enveric Biosciences (ENVB) investors disclose 2.93% stake via 111,145-share warrants

Rhea-AI Filing Summary

ENVERIC BIOSCIENCES, INC. has an updated Schedule 13G/A reporting that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 111,145 shares of common stock through warrants. These shares are issuable upon exercise of certain warrants that are subject to a 9.99% beneficial ownership blocker, limiting how many shares can be acquired at any time. Based on 3,681,884 common shares outstanding as of May 13, 2026, plus the 111,145 issuable warrant shares, each reporting person reports beneficial ownership of 2.93% of the common stock as of June 30, 2026, with sole voting and dispositive power over the reported shares.

Key Figures

Shares beneficially owned: 111,145 shares Ownership percentage: 2.93% Shares outstanding: 3,681,884 shares +3 more

6 metrics

Shares beneficially owned 111,145 shares Common Stock issuable upon exercise of warrants held by each reporting person

Ownership percentage 2.93% Percent of ENVB common stock beneficially owned by each reporting person as of June 30, 2026

Shares outstanding 3,681,884 shares ENVB common stock outstanding as of May 13, 2026, per Form 10-Q

Beneficial ownership blocker 9.99% Limit in the warrants on how much of ENVB’s stock can be beneficially owned

Sole Voting Power 111,145 shares Shares over which each reporting person has sole voting power

Shared Voting Power 0 shares Shares over which each reporting person has shared voting power

Key Terms

Schedule 13G/A, beneficial ownership, beneficial ownership blocker, Sole Voting Power, +1 more

5 terms

Schedule 13G/A regulatory

"An updated Schedule 13G/A reporting that Ayrton Capital LLC..."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficial ownership financial

"Amount beneficially owned: Ayrton Capital LLC: 111,145..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

beneficial ownership blocker regulatory

"issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

Sole Voting Power financial

"Sole Voting Power 111,145.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Sole Dispositive Power 111,145.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

What ownership stake in ENVB is reported in this Schedule 13G/A?

The filing reports that each of Ayrton Capital LLC, Alto Opportunity Master Fund and Waqas Khatri beneficially owns 111,145 shares of ENVB common stock, representing 2.93% of the class as of June 30, 2026, including shares issuable upon exercise of warrants.

How many ENVB shares are outstanding according to this filing?

The filing states that 3,681,884 shares of ENVERIC BIOSCIENCES common stock were outstanding as of May 13, 2026. This figure comes from the company’s Form 10-Q filed May 15, 2026, and is used to calculate the ownership percentages.

What securities do the reporting persons hold in ENVB?

The reporting persons hold warrants to acquire 111,145 shares of ENVERIC BIOSCIENCES common stock. These are not currently outstanding shares but are issuable on exercise of the warrants, subject to a beneficial ownership blocker.

What is the 9.99% beneficial ownership blocker mentioned for ENVB?

The warrants held by the reporting persons contain a 9.99% beneficial ownership blocker, which limits their ability to exercise warrants if it would cause their beneficial ownership to exceed 9.99% of ENVB’s outstanding common stock at any time.

Who are the reporting persons in this ENVB Schedule 13G/A?

The reporting persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. Ayrton serves as investment manager to the fund, and Waqas Khatri is the managing member of Ayrton.

Do the ENVB reporting persons have sole or shared voting power?

For the 111,145 shares of ENVB common stock underlying the warrants, each reporting person discloses sole voting and sole dispositive power, with 0 shares reported as shared voting or shared dispositive power.

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Available on EDGAR 08/13/2026 - 12:41 PM Accepted by SEC EDGAR 08/13/2026 - 12:40 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ENVERIC BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

29405E505

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 29405E505

1

Names of Reporting Persons

Ayrton Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 111,145.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 111,145.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.93 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 29405E505

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 111,145.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 111,145.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.93 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 29405E505

1

Names of Reporting Persons

Waqas Khatri

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 111,145.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 111,145.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.93 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ENVERIC BIOSCIENCES, INC.
(b)	Address of issuer's principal executive offices: 4851 Tamiami Trail N, Suite 200, Naples, FL, 34103
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(e)	CUSIP No.: 29405E505
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Ayrton Capital LLC: 111,145; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 111,145; and (iii) Waqas Khatri: 111,145. Represents (i) 111,145 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of ENVERIC BIOSCIENCES, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 3,681,884 shares of Common Stock of the Issuer that were outstanding as of May 13, 2026; and (ii) 111,145 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Form 10-Q filed on May 15, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 2.93%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2.93%; and (iii) Waqas Khatri: 2.93%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 111,145; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 111,145; and (iii) Waqas Khatri: 111,145
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 111,145; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 111,145; Waqas Khatri: 111,145
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2026

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2026

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2026