Enveric Biosciences, Inc 8-K, filed May 14, 2021

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** WASHINGTON, D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2021

EnvericBiosciences, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (239) 302-1707

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:

Securities registered pursuant to Section 12(b) of the Act:

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 Exchange Act 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 Exchange Act. [  ]

Item5.07. Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the stockholders of Enveric Biosciences, Inc. (the “Company”) was held on May 14, 2021. As of the close of business on April 8, 2021, the record date for the Special Meeting, there were 21,882,192 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the Company’s stockholders at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 13, 2021 (the “Proxy Statement”).

Proposal

1. A proposal to ratify, pursuant to Section 204 of the Delaware General Corporation Law and Delaware common law, the filing and effectiveness of the certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on December 30, 2020 and the one-for-four reverse stock split of the Company’s Common Stock that was effected thereby and became effective on December 30, 2020 (“Proposal 1”).

The Company’s stockholders approved Proposal 1, with the following voting results:

Proposal 2. A proposal to approve an adjournment of the Special Meeting if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 (“Proposal 2”).

The Company’s stockholders approved Proposal 2, with the following voting results:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.