[SCHEDULE 13G] Enveric Biosciences, Inc. SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
Rhea-AI Filing Summary
Enveric Biosciences, Inc. (ENVB) Schedule 13G filed by Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reports shared beneficial ownership of warrants and shares following a September 17, 2025 letter agreement with the issuer. After that transaction the Reporting Persons may be deemed to beneficially own 266,668 shares each held by Intracoastal (approximately 5.2% of outstanding common stock based on 5,079,612 shares) if certain warrants were exercisable, but as of the close of business on September 24, 2025 each Reporting Person may be deemed to own 19,333 shares (approximately 0.4%) issuable upon exercise of Intracoastal Warrant 3. Intracoastal Warrant 1 and 2 are not exercisable pending shareholder approval and all three warrants contain blocker provisions limiting exercises above 4.99%.
Positive
Transparent disclosure of warrant holdings, exercisability conditions and blocker provisions
Clear certification that holdings are not intended to change or influence issuer control
Shared voting and dispositive power limited to 19,333 shares (0.4%), indicating no current large stake
Negative
Potential for future dilution or increased ownership exists through warrants (266,668 each) if shareholder approvals occur
Complex exercisability conditions and blocker provisions may create uncertainty about timing and actual ownership impact
Insights
TL;DR: Reporting persons hold limited current voting/dispositive power via warrants; potential ownership increases are blocked until shareholder approvals.
The filing shows each reporting person has shared voting and dispositive power over 19,333 shares (0 votes solely). Materiality hinges on exercisability: two larger warrants (266,668 shares each) are not exercisable until stockholder approval and include 4.99% blocker provisions, which prevents automatic concentration above that threshold. Current reported beneficial ownership is 0.4% of the post-transaction class; without blockers and with exercisability the stake could be reported as materially larger (~5.2% per intracoastal holdings), but the filing explicitly excludes those shares until conditions are met. The certification affirms the holdings are not intended to influence control.
TL;DR: Governance impact appears limited now; blocker provisions and approval conditions constrain near-term control effects.
The Schedule 13G discloses that the reporting group shares power over warrants and a modest number of shares, and it repeatedly documents exercise restrictions and blocker provisions that cap ownership at 4.99% absent shareholder actions. Signatures from the individuals and Intracoastal certify non-control intent. For governance purposes, the filing signals non-activist, passive intent under Schedule 13G standards while preserving potential future economic exposure if warrants become exercisable following shareholder approvals.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Enveric Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
29405E406
(CUSIP Number)
09/18/2025
(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)
SCHEDULE 13G
CUSIP No.
29405E406
1
Names of Reporting Persons
Mitchell P. Kopin
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
0.00
6
Shared Voting Power
19,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,333.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
29405E406
1
Names of Reporting Persons
Daniel B. Asher
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
0.00
6
Shared Voting Power
19,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,333.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
29405E406
1
Names of Reporting Persons
Intracoastal 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
0.00
6
Shared Voting Power
19,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,333.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Enveric Biosciences, Inc.
(b)
Address of issuer's principal executive offices:
245 First Street, Riverview II, 18th Floor, Cambridge, MA, 02142
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
29405E406
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:
(i) Immediately following the closing of the transaction contemplated by the letter agreement with the Issuer on September 17, 2025 (the "Letter Agreement") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 18, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 266,668 shares of Common Stock held by Intracoastal, and all such shares of Common Stock represent beneficial ownership of approximately 5.2% of the Common Stock, based on 5,079,612 shares of Common Stock outstanding following the consummation of the transaction contemplated by the Letter Agreement, as reported to the Reporting Persons by the Issuer. The foregoing excludes (I) 266,668 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1") because Intracoastal Warrant 1 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 (and Intracoastal Warrant 1 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock), (II) 266,668 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 (and Intracoastal Warrant 2 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (III) 19,333 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Intracoastal Warrant 1 and Intracoastal Warrant 2 were currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 800,004 shares of Common Stock.
(ii) As of the close of business on September 24, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 19,333 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, and all such shares of Common Stock represent beneficial ownership of approximately 0.4% of the Common Stock, based on (1) based on 5,079,612 shares of Common Stock outstanding following the consummation of the transaction contemplated by the Letter Agreement, as reported to the Reporting Persons by the Issuer, plus (2) 19,333 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 3. The foregoing excludes (I) 266,668 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 (and Intracoastal Warrant 1 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (II) 266,668 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 is not exercisable until the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 (and Intracoastal Warrant 2 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming Intracoastal Warrant 1 and Intracoastal Warrant 2 were currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 552,669 shares of Common Stock.
(b)
Percent of class:
0.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
19,333
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
19,333
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 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.
How many ENVB shares do the reporting persons currently beneficially own?
As of the close of business on September 24, 2025 each reporting person may be deemed to beneficially own 19,333 shares, representing approximately 0.4% of the outstanding common stock per the filing.
Why are larger share amounts excluded from the current ownership percentage?
The filing excludes shares issuable upon exercise of Intracoastal Warrant 1 and 2 (266,668 shares each) because those warrants are not exercisable until shareholder approval and contain 4.99% blocker provisions.
What voting power do the reporting persons have over ENVB shares?
Each reporting person reports 0 sole voting power and 19,333 shared voting power for the disclosed shares.
Do the reporting persons claim intent to influence control of ENVB?
No. The certifications state the securities were not acquired and are not held for the purpose of changing or influencing control, other than activities solely related to a nomination under specified rules.
What would ownership look like if warrants were exercisable without blockers?
The filing states that without blocker provisions and assuming exercisability of Warrant 1 and 2, each reporting person may have been deemed to beneficially own 800,004 shares in one scenario and 552,669 shares in another—figures the filing presents for exclusionary context.
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