Current Report · Items 1.01, 3.02, 8.01, 9.01 · 8-K

Enveric Biosciences, Inc.

ENVBNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Other Events

Filed Apr 20, 2026Accepted Apr 17, 2026, 6:15 PM EDTCIK 890821Accession 0001493152-26-017960

Company context

We are 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 patent protected chemical structures, we are advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Our lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

Current securities

ENVBNASDAQ · EQUITY · Current

Historical securities (1)

AMRHWNASDAQ · WARRANT · Historical · closed Dec 31, 2020

Recent company filings

Disclosure sections

Items 1.01, 3.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 16, 2026, Enveric Biosciences, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors” and each, an “Investor”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) 98,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,124,223 shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) Series I warrants to purchase up to 2,222,223 shares of Common Stock (the “Series I Warrants,” and the shares issuable upon exercise thereof, the “Series I Warrant Shares”), and (iv) Series J warrants to purchase up to 2,222,223 shares of Common Stock (the “Series J Warrants,” together with the Series I Warrants, the “Warrants” and the shares issuable upon exercise thereof, the “Series J Warrant Shares,” together with the Series I Warrant Shares, the “Warrant Shares”). The Warrants have an exercise price of $2.00 per share (subject to customary adjustments as set forth in the Warrants) and are exercisable immediately. The Series I Warrants will expire five (5) years following the effective date of the Resale Registration Statement (defined below), and the Series J Warrants will expire eighteen (18) months following the effective date of the Resale Registration Statement. The Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offering and pro rata distributions. A holder of a Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the holder would exceed the Beneficial Ownership Limitation. A holder may increase or decrease this percentage with respect to Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company. In the Purchase Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 30 days following the earliest of (i) the effective date of the registration statement covering the resale of the “Registrable Securities” as defined in the Registration Rights Agreement (defined below) (the “Resale Registration Statement”); (ii) the date the Shares and Warrant Shares have been sold pursuant to Rule 144; (iii) the one-year anniversary of the closing date; or (iv) the date all of the Shares and Warrant Shares are sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”). H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with the Private Placement under an Engagement Letter, dated as of December 8, 2024, as amended on January 14, 2025, June 5, 2025, November 10, 2025, and December 16, 2025 (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company agreed to pay the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal to 1.0% of the gross proceeds raised in the Private Placement and reimbursement of certain expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 7.0% of the aggregate number of shares of Common Stock placed in the Private Placement, equating to 155,556 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Series I Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.8125 per share. The Company agreed to indemnify the Placement Agent against certain liabilities relating to or arising out of the Placement Agent’s activities under the Engagement Letter and to contribute to payments that the Placement Agent may be required to make in respect of such liabilities. In connection with the Private Placement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 16, 2026, with each Investor, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission registering the resale of Shares, Pre-Funded Warrant Shares, and Warrant Shares, no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission). The Private Placement closed on April 17, 2026. The gross proceeds to the Company from the Private Placement are expected to be approximately $5.0 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company, with the potential for up to approximately $8.9 million of additional aggregate gross proceeds upon the exercise in full of the Warrants. The Company intends to use the net proceeds received from the Private Placement for product development, working capital and general corporate purposes. The foregoing descriptions of the terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Series I Warrants, the Series J Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series I Warrants, the form of the Series J Warrants, the form of the Placement Agent Warrants, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1, 4.2, 4.3, 4.4 and 10.2, respectively.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Form 8-K with respect to the issuance of (i) the Shares, (ii) the Pre-Funded Warrants, the Warrants, and the Placement Agent Warrants, (iii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iv) the shares of the Common Stock issuable upon exercise of the Warrants, and (v) the shares of Common Stock issuable upon exercise of the Placement Agent Warrants, is incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, the Warrants, the Placement Agent Warrants, or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act or any state securities laws. The issuance of the Shares, the Pre-Funded Warrants, the Warrants, and the Placement Agent Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. Press Release On April 16, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. On April 17, 2026, the Company issued a press release announcing the closing of the Private Placement. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description No. ───────────────────────────────────────────────────────────────────────── 4.1 Form of Pre-Funded Warrant 4.2 Form of Series I Common Stock Purchase Warrant 4.3 Form of Series J Common Stock Purchase Warrant 4.4 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, dated April 16, 2026 99.2 Press Release, dated April 17, 2026 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

Filed exhibits (6)

EX-4.1 (by filename) ex4-1.htm

EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 EXHIBIT A-2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Enveric Biosciences, Inc. Warrant Shares: _______ Initial Exercise Date: _______, 2026 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exe…

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EX-4.2 (by filename) ex4-2.htm

EX-4.2 3 ex4-2.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. SERIES I COMMON STOCK PURCHASE WARRANT Enveric Biosciences, Inc. Warrant Shares: Initial Exercise _______ Date: _______, 2026 THIS SERIES I COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exerc…

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EX-4.3 (by filename) ex4-3.htm

EX-4.3 4 ex4-3.htm EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. SERIES J COMMON STOCK PURCHASE WARRANT Enveric Biosciences, Inc. Warrant Shares: Initial Exercise _______ Date: _______, 2026 THIS SERIES J COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exerc…

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EX-4.4 (by filename) ex4-4.htm

EX-4.4 5 ex4-4.htm EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Enveric Biosciences, Inc. Warrant Shares: Initial Exercise _______ Date: April 17, 2026 ───────────────────────────────────────────── THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ or its assigns (the “ Holder ”) is en…

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EX-99.1 (by filename) ex99-1.htm

EX-99.1 8 ex99-1.htm EX-99.1 Exhibit 99.1 Enveric Biosciences Announces Up To $13.9 Million Private Placement Priced At-The-Market Under Nasdaq Rules $5 million upfront with up to approximately $8.9 million of potential aggregate proceeds upon the exercise in full of warrants CAMBRIDGE, Mass., April 16, 2026 - Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company advancing novel neuroplastogenic small-molecule therapeutics to address psychiatric and neurological disorders, today announced that it has entered into definitive agreements for the purchase and sale of 2,222,223 shares of its common stock (or pre-funded warrants in lieu thereof), Series I warrants to purchase up to an aggregate of 2,222,223 shares of common stock and short-term Series J warrants to purchase up to an aggregate of 2,222,223 shares of common stock, at a purchase price of $2.25 per share (or pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $2.00 per share and will be exercisable immediately upon issuance. The Series I warrants will expire fiv…

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EX-99.2 (by filename) ex99-2.htm

EX-99.2 9 ex99-2.htm EX-99.2 Exhibit 99.2 Enveric Biosciences Announces Closing of Up To $13.9 Million Private Placement Priced At-The-Market Under Nasdaq Rules $5 million upfront with up to approximately $8.9 million of potential aggregate proceeds upon the exercise in full of warrants CAMBRIDGE, Mass., April 17, 2026 - Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology company advancing novel neuroplastogenic small-molecule therapeutics to address psychiatric and neurological disorders, today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale of 2,222,223 shares of its common stock (or pre-funded warrants in lieu thereof), Series I warrants to purchase up to an aggregate of 2,222,223 shares of common stock and short-term Series J warrants to purchase up to an aggregate of 2,222,223 shares of common stock, at a purchase price of $2.25 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The warrants have an exercise price of $2.00 per share and are exercisable immediately upon issuance. The Series I warrants will expire five years af…

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