Enveric Biosciences, Inc S-3, filed Apr 23, 2026
Enveric Biosciences, Inc. (ENVB)
As filed with the Securities and Exchange Commission on April 23, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Enveric Biosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 95-4484725 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
Enveric Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
(617) 444-8400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph Tucker, Ph.D.
Chief Executive Officer
Enveric Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
(617) 444-8400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Bradley J. Wyatt, Esq.
Rasika A. Kulkarni, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road, Suite 800
Phoenix, Arizona 85016
(602) 445-8000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. The Selling Stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated April 23, 2026
PROSPECTUS
Enveric Biosciences Inc.
6,822,225 Shares of Common Stock
This prospectus relates to the offer and resale from time to time of up to an aggregate 6,822,225 shares (the “Shares”) of our common stock, par value $0.01 per share (the “Common Stock”) consisting of (i) 98,000 shares of our Common Stock, (ii) 2,124,223 shares of our Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”), (iii) 2,222,223 shares of our Common Stock issuable upon the exercise of outstanding Series I Warrants (the “Series I Warrants”), (iv) 2,222,223 shares of our Common Stock issuable upon the exercise of outstanding Series J Warrants (the “Series J Warrants”), and (v) 155,556 shares of our Common Stock issuable upon the exercise of outstanding placement agent warrants (the “Placement Agent Warrants”, and together with the Pre-Funded Warrants, the Series I Warrants and the Series J Warrants, the “Warrants”) by the selling stockholders named herein, together with any additional selling stockholders listed in a prospectus supplement (together with any of such stockholders’ transferees, pledgees, donees or successors, the “Selling Stockholders”). The Shares, excluding the shares underlying the Placement Agent Warrants, were acquired by the Selling Stockholders named herein pursuant to a securities purchase agreement, dated April 16, 2026 (the “Purchase Agreement”), by and among us and the parties named therein, in a Private Placement (defined below). The shares underlying the Placement Agent Warrants were acquired by the Placement Agent (defined below) as compensation in the Private Placement. For more information, see “Private Placement of Shares of Common Stock and Warrants” under the heading “Prospectus Summary” in this prospectus.
We are registering the offer and sale of the Shares from time to time by the Selling Stockholders to satisfy the registration rights granted in connection with the issuance of the Shares. We will not receive any proceeds from the sale of the Shares by the Selling Stockholders.
The Selling Stockholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of Shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of the Shares. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or dispose their Shares.
Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ENVB.” On April 21, 2026, the last reported sale price for our Common Stock on Nasdaq was $3.37 per share. Our principal executive offices are located at 245 First Street, Riverview II, 18th Floor, Cambridge, MA, 02142, and our telephone number is (617) 444-8400.
This prospectus, including such information that is incorporated by reference, contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find Additional Information.”
Investing in our securities involves a high degree of risk. See “Risk Factors” contained on page 3 in this prospectus, as well as any other risk factor and other information contained in any other document that is incorporated by reference herein. You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ______________.
TABLE OF CONTENTS
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This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.
This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or the Shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless the context otherwise requires, references in this prospectus to “Enveric” “we,” “us,” “our” and “our company” refer to Enveric Biosciences, Inc., a Delaware corporation and its subsidiaries. Our registered trademarks currently used in the United States include Enveric, Enveric Biosciences, Next Generation Mental Health, MagicMed, MagicMed Industries, Psybrary, PsyAI, and our logo. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 3 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for historical information, this prospectus and any documents we incorporate by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “may,” “plans,” “seeks,” “projects,” “targets,” and “will” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. You should understand that many important factors, in addition to those discussed in this prospectus, the accompanying prospectus and any documents we incorporate by reference, could cause our results to differ materially from those expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:
| ● | our dependence on the success of our prospective product candidates, which are in early stages of development and may not reach a particular stage in development, receive regulatory approval or be successfully commercialized; | |
| ● | potential difficulties that may delay, suspend, or scale back our efforts to advance additional early research programs through preclinical development and investigational new drug (“IND”) application filings and into clinical development; | |
| ● | the risk that the cost savings, synergies and growth from our combination with MagicMed Industries Inc. and the successful use of the rights and technologies acquired in the combination may not be fully realized or may take longer to realize than expected; | |
| ● | the limited study on the effects of psychedelic-inspired compounds, and the chance that future clinical research studies may lead to conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing, and social acceptance of psychedelic-inspired compounds; | |
| ● | the expensive, time-consuming, and uncertain nature of clinical trials, which are susceptible to change, delays, termination, and differing interpretations; | |
| ● | the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; | |
| ● | the fact that our current and future preclinical and clinical studies may be conducted outside the United States, and the United States Food and Drug Administration may not accept data from such studies to support any new drug applications we may submit after completing the applicable developmental and regulatory prerequisites; | |
| ● | our ability to effectively and efficiently build, maintain and legally protect our molecular derivatives library so that it can be an essential building block from which those in the biotech industry can develop new patented products; |
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| ● | our ability to carry out successful clinical programs; | |
| ● | our ability to establish or maintain collaborations on the development of therapeutic candidates; | |
| ● | our ability to obtain appropriate or necessary governmental approvals to market potential products; | |
| ● | our ability to manufacture product candidates on a commercial scale or in collaborations with third parties; | |
| ● | our significant and increasing liquidity needs and potential requirements for additional funding; | |
| ● | our ability to obtain future funding for developing products and working capital and to obtain such funding on commercially reasonable terms; | |
| ● | our ability to continue as a going concern; | |
| ● | legislative changes related to and affecting the healthcare system, including, without limitation, changes and proposed changes to the Patient Protection and Affordable Care Act; | |
| ● | the intense competition we face, often from companies with greater resources and experience than us; | |
| ● | our ability to retain key executives and scientists; | |
| ● | the ability to secure and enforce legal rights related to our products, including intellectual property rights and patent protection; |
| ● | our ability to maintain compliance with Nasdaq’s continued listing requirements; | |
| ● | political, economic, and military instability in the Middle East which may impede our development programs; | |
| ● | adverse macroeconomic conditions; | |
| ● | geopolitical tensions; | |
| ● | laws and policies resulting from federal and state governments in the United States and Canada; | |
| ● | our success at managing the risks involved in the foregoing. |
Other sections of this prospectus and any documents we incorporate by reference describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks and others described under the section “Risk Factors” in this prospectus and any documents we incorporate by reference are not exhaustive.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
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This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read this prospectus, the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by reference in this prospectus.
Overview
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.
Our lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of N,N-Dimethyltryptamine. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.
We intend to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. We plan to submit filings including IND applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Our EB-003 program has completed short-term dose-range finding toxicology studies and is now ready to advance into IND-enabling, GLP compliant safety pharmacology, ADMET and longer-term toxicology studies.
We unveiled an EVM401 Series on February 25, 2025, which is intended to broaden our pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series.
Private Placement of Shares of Common Stock and Warrants
On April 16, 2026, we entered into the Purchase Agreement with certain institutional investors (each, an “Investor” and, together, the “Investors”), pursuant to which we agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 98,000 shares of our Common Stock, and, in lieu of Common Stock, Pre-Funded Warrants to purchase up to 2,124,223 shares of our Common Stock, in each case accompanied by (i) Series I Warrants to purchase up to 2,222,223 shares of our Common Stock and (ii) Series J Warrants to purchase up to 2,222,223 shares of our Common Stock (the Series I Warrants together with the Series J Warrants, the “Common Warrants”). The shares of Common Stock and the Common Warrants were immediately separable and were issued separately.
The Common Warrants have an exercise price of $2.00 per share. The Series I Warrants were immediately exercisable and have a term of five years from the Effectiveness Date (as defined below). The Series J Warrants were immediately exercisable and have a term of eighteen months from the Effectiveness Date. The Pre-Funded Warrants were exercisable immediately following the closing date of the Private Placement, have an exercise price of $0.001 per share and may be exercised at any time until exercised in full.
In connection with the Private Placement, we entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement under the Securities Act with the SEC covering the resale of the shares of Common Stock issued in the Private Placement and the shares of our Common Stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Purchase Agreement, and to use best efforts to have the registration statement declared effective by 45 calendar days following the date of the Purchase Agreement, and in any event no later than 75 calendar days following the date of the Purchase Agreement in the event of a “full review” by the SEC (the “Effectiveness Date”).
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, we 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. We also issued to 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 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.
We have agreed with the Placement Agent to register for resale the shares underlying the Placement Agent Warrants in this registration statement.
Corporate Information
We were incorporated in Delaware in 1994. Our principal corporate office is located at 245 First Street, Riverview II, 18th Floor, Cambridge, Massachusetts, telephone (619) 444-8400. Our internet address is https://www.enveric.com/, and the information included in, or linked to our website is not part of this prospectus. We have included our website address in this prospectus solely as a textual reference. The information contained on or accessible through our website is not a part of this prospectus and should not be relied upon in connection with making an investment decision.
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The Selling Stockholders identified in this prospectus are offering on a resale basis an aggregate of 6,822,225 shares of Common Stock as detailed below:
| Common Stock to be Offered by the Selling Stockholders | Up to 6,822,225 shares of Common Stock consisting of (i) 98,000 shares of our Common Stock; (ii) 2,124,223 shares of our Common Stock issuable upon the exercise of Pre-Funded Warrants; (iii) 2,222,223 shares of our Common Stock issuable upon the exercise of the Series I Warrants; (iv) 2,222,223 shares of our Common Stock issuable upon the exercise of the Series J Warrants and (v) 155,556 shares of our Common Stock issuable upon the exercise of the Placement Agent Warrants. | |
| Use of Proceeds | We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the Shares covered hereby by the Selling Stockholders. | |
| Plan of Distribution | The Selling Stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may also resell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. | |
| See “Plan of Distribution” beginning on page 7 of this prospectus for additional information on the methods of sale that may be used by the Selling Stockholders. | ||
| Market for Common Stock | Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ENVB.” | |
| Risk Factors | Investing in our Common Stock involves significant risks. Before making a decision whether to invest in our Common Stock, please read the information contained in or incorporated by reference under the heading “Risk Factors” on page 3 of this prospectus, the documents we have incorporated by reference herein, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” on page 8 of this prospectus. |
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An investment in our securities involves a high degree of risk. Before deciding whether to purchase our securities, including the Shares offered by this prospectus, you should carefully consider the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and any subsequent Quarterly Report on Form 10-Q and our other filings with the SEC, all of which are incorporated by reference herein. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition and prospects could be harmed. In that event, the market price of our Common Stock may decline, and you could lose all or part of your investment.
Risks Related to This Offering and our Common Stock
You may experience future dilution as a result of future equity offerings and other issuances of our securities.
We expect to raise additional capital in the future in order to develop our product candidates, which are in early stages of development. If we do not obtain any such additional financing, it may be difficult to effectively realize our long-term strategic goals and objectives.
To raise additional capital in the future, we may offer additional shares of our Common Stock or other securities that are convertible into or exchangeable for our Common Stock. Such issuances could result in further dilution to investors purchasing our Common Stock in this offering or place downward pressure on our stock price. Future offerings of our Common Stock or other securities may be made at prices either above or below those paid by investors in this offering, and investors participating in such future offerings may be granted rights superior to those of existing stockholders. Furthermore, to the extent we issue options, warrants, or other securities that are convertible into or exchangeable for shares of our Common Stock, the exercise, conversion, or exchange of such instruments could result in additional dilution to our stockholders.
The trading price of our Common Stock could be highly volatile, which could result in substantial losses for purchasers of our Common Stock in this offering. Securities class action or other litigation involving our company or members of our management team could also substantially harm our business, financial condition and results of operations.
Our stock price is volatile. Over the last year, the closing price of our Common Stock ranged from a high of $17.40 per share to a low of $1.79 per share. The stock market in general and the market for smaller pharmaceutical and biotechnology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and you may lose some or all of your investment.
In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for pharmaceutical and biotechnology companies, which have experienced significant stock price volatility in recent years.
We issued a large number of shares of Common Stock and warrants to purchase Common Stock in connection with our recent financing activities. Substantial future sales of such shares of our Common Stock could cause the market price of our Common Stock to decline or have other adverse effects on us.
In connection with our public and private placement financing activities conducted in 2024, 2025, and 2026, we issued a significant number of shares of Common Stock and warrants to purchase Common Stock. The shares issued, as well as the shares underlying such warrants, have been registered either at initial issuance or for public resale. The sale of a substantial number of these shares in the public market, or even the perception that such sales may occur, could depress or cause a significant decline in the market price of our Common Stock. Additionally, such sales, or the anticipation thereof, could adversely affect our ability to raise capital through future equity offerings. We cannot predict with any degree of certainty the impact that such sales, or the perception that they may occur, may have on the prevailing market price of our shares or what other adverse consequences this situation may have on us.
The Shares to be offered and sold using this prospectus will be offered and sold by the Selling Stockholders named in this prospectus. Accordingly, we will not receive any proceeds from any sale of Shares in this offering. We will pay all of the fees and expenses incurred by us in connection with this registration.
The Common Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon exercise of the Warrants. For additional information regarding the issuances of the Shares, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the Shares in order to permit the Selling Stockholders to offer the Shares for resale from time to time. Except for the ownership of the Shares, the Selling Stockholders have not had any material relationship with us within the past three years.
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The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of Common Stock and warrants, as of April 20, 2026, assuming exercise of the Warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises.
The third column lists the Shares being offered by this prospectus by the Selling Stockholders.
In accordance with the terms of the Registration Rights Agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the Shares offered by the Selling Stockholders pursuant to this prospectus.
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days of April 20, 2026, are counted as outstanding for computing the percentage of the Selling Stockholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other Selling Stockholder.
Under the terms of the Warrants, a Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise (each such limitation, a “Beneficial Ownership Limitation”), excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their Shares in this offering. See “Plan of Distribution.”
| Name of Selling | Shares Beneficially Owned Prior to this | Maximum Number of Shares Being Offered Pursuant to this | Shares Beneficially Owned After this Offering | |||||||||||||
| Stockholder | Offering | Prospectus | Number | Percent(1) | ||||||||||||
| Armistice Capital, LLC(2) | 5,000,001 | (3) | 5,000,001 | 0 | - | |||||||||||
| Intracoastal Capital, LLC(4) | 1,249,230 | (5) | 999,999 | 249,231 | 2.8 | % | ||||||||||
| Iroquois Master Fund, Ltd.(6) | 466,668 | (7) | 466,668 | 0 | - | |||||||||||
| Iroquois Capital Investment Group, LLC(8) | 200,001 | (9) | 200,001 | 0 | - | |||||||||||
| Augustus Trading, LLC(10) | 133,648 | (11) | 99,750 | 33,898 | * | |||||||||||
| Noam Rubinstein(12) | 73,256 | (13) | 49,000 | 24,256 | * | |||||||||||
| Wilson Drive Holdings LLC(14) | 7,854 | (15) | 5,250 | 2,604 | * | |||||||||||
| Charles Worthman(12) | 2,327 | (16) | 1,556 | 771 | * | |||||||||||
*Less than 1.0%
| (1) | Based on 8,709,760 shares of Common Stock, consisting of 1,985,535 shares of Common Stock outstanding as of April 20, 2026 (which includes the 98,000 shares of Common Stock issued in the Private Placement) and 6,724,225 shares of Common Stock underlying the Warrants (assuming the full exercise of the Warrants). |
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| (2) | The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. | |
| (3) | Consists of 1,666,667 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 3,333,334 shares of Common Stock issuable upon the exercise of Common Warrants issued in connection with the Private Placement being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Common Warrants are subject to a 4.99%, whereas the Pre-Funded Warrants are subject to a 9.99%, Beneficial Ownership Limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. | |
| (4) | Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital, LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal. The address of Intracoastal is 245 Palm Trail, Delray Beach FL, 33483. | |
| (5) | Consists of 1,249,230 shares of Common Stock issuable upon the exercise of outstanding warrants, including 333,333 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 666,666 shares of Common Stock issuable upon the exercise of Common Warrants issued in connection with the Private Placement being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Common Warrants are subject to a 4.99%, whereas the Pre-Funded Warrants are subject to a 9.99%, Beneficial Ownership Limitation. | |
| (6) | Iroquois Capital Management, LLC, is the investment manager of Iroquois Master Fund, Ltd (“IMF”). Iroquois Capital Management, LLC, has voting control and investment discretion over securities held by IMF. As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by Iroquois Capital Management, LLC, and IMF. The registered address of IMF is 18 Forum Lane, 2nd Floor, Camana Bay, Grand Cayman KY1-1003, Cayman Islands. |
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| (7) | Consists of (i) 68,600 shares of Common Stock issued in connection with the Private Placement; and (ii) 86,956 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 311,112 shares of Common Stock issuable upon the exercise of Common Warrants issued in connection with the Private Placement being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. | |
|
(8) | The Common Stock and other securities are held by Iroquois Capital Investment Group, LLC (“ICIG”). Richard Abbe, as Managing Partner of ICIG, may also be deemed to have voting and investment control over the securities reported herein that are held by ICIG. The address of ICIG is 2 Overhill Road, Suite 400, Scarsdale, NY 10583. |
| (9) | Consists of (i) 29,400 shares of Common Stock issued in connection with the Private Placement; and (ii) 37,267 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 133,334 shares of Common Stock issuable upon the exercise of Common Warrants issued in connection with the Private Placement being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. | |
| (10) | The registered business address of Augustus Trading LLC is 600 Lexington Avenue, 32nd floor, New York, NY 10022. Orsium Capital LLC, the authorized agent to Augustus Trading LLC, has discretionary authority to vote and dispose of the securities held by Augustus Trading LLC and may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of these securities. Olivier Morali, in his capacity as managing member of Orsium Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Augustus Trading LLC. Orsium Capital LLC and Mr. Morali each disclaims any beneficial ownership of these securities. | |
| (11) | Consists of 133,648 shares of Common Stock issuable upon the exercise of outstanding warrants, including 99,750 shares of Common Stock issuable upon the exercise of Placement Agent Warrants issued as compensation in connection with the Private Placement and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. | |
| (12) | The Selling Stockholder is affiliated with the Placement Agent, a registered broker-dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park Ave, 3rd Floor, New York, NY 10022. The Placement Agent acted as our placement agent in the Private Placement. The Selling Stockholder has sole voting and dispositive power over the securities held, acquired the securities in the ordinary course of business and, at the time the securities were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. | |
| (13) | Consists of 73,256 shares of Common Stock issuable upon the exercise of outstanding warrants, including 49,000 shares of Common Stock issuable upon the exercise of Placement Agent Warrants issued as compensation in connection with the Private Placement and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. | |
| (14) | The securities are held by Wilson Drive Holdings LLC with a registered address of 600 Lexington Avenue, 32nd Floor, New York, NY 10022. Craig Schwabe is the managing member Wilson Drive Holdings LLC and has the power to vote and dispose the securities held. Neither Wilson Drive Holdings LLC nor Mr. Schwabe is a broker-dealer. Mr. Schwabe is affiliated with the following registered broker-dealers: H.C. Wainwright & Co., LLC, Rodman & Renshaw LLC and Stockblock Securities LLC. The securities were acquired in the ordinary course of business and, at the time the securities were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. | |
| (15) | Consists of 7,854 shares of Common Stock issuable upon the exercise of outstanding warrants, including 5,250 shares of Common Stock issuable upon the exercise of Placement Agent Warrants issued as compensation in connection with the Private Placement and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. | |
| (16) | Consists of 2,327 shares of Common Stock issuable upon the exercise of outstanding warrants, including 1,556 shares of Common Stock issuable upon the exercise of the Placement Agent Warrants issued as compensation in connection with the Private Placement and being registered for resale pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholder’s Warrants are subject to a 4.99% Beneficial Ownership Limitation, provided that upon at least 61 days prior notice to us, the Selling Stockholder may increase such limitation up to a maximum of 9.99%. |
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Each Selling Stockholder of the Shares and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the shares of our Common Stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block; | |
| ● | as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | settlement of short sales; | |
| ● | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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The validity of the securities offered by this prospectus will be passed upon for us by Greenberg Traurig, LLP, Phoenix, Arizona.
The consolidated financial statements as of and for the year ended December 31, 2025, have been audited by CBIZ CPAs P.C., an independent registered public accounting firm, as stated in their report which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, which is incorporated herein by reference. Such financial statements have been incorporated by reference in reliance upon the report pertaining to such financial statements of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements as of and for the year ended December 31, 2024, have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, which is incorporated herein by reference. Such financial statements have been incorporated by reference in reliance upon the report pertaining to such financial statements of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, we refer you to the registration statement and to its exhibits and schedules.
We are subject to the informational requirements of the Exchange Act and in accordance therewith we file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act. Such reports, proxy statements and other information, including the Registration Statement, and exhibits and schedules thereto, are available to the public through the SEC’s website at www.sec.gov.
We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Commission. The registration statement and the documents referred to under “Incorporation of Certain Information by Reference” are also available on our website enveric.com.
We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the SEC are incorporated by reference into this prospectus:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 27, 2026; | |
| ● | our Current Reports on Form 8-K filed with the SEC on January 28, 2026, February 6, 2026, and April 20, 2026; and | |
| ● | the description of our Common Stock contained in our Form 8-A12B, filed with the Commission on November 9, 2017 (File No. 001-38286), amended and supplemented by the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and any amendment or report filed with the Commission for purposes of updating such description. |
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We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to the termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been terminated). Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to:
Enveric
Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge,
MA, 02142
Telephone (617) 444-8400
Attention: Corporate Secretary
You may also access these documents, free of charge, on the SEC’s website at www.sec.gov or on our website at https://www.enveric.com/investors/filings/. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus or any accompanying prospectus supplement.
You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.
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6,822,225 shares of Common Stock
PROSPECTUS
__________________
PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various costs and expenses payable by us in connection with the sale of the securities being registered. All such costs and expenses shall be borne by us. Except for the Securities and Exchange Commission registration fee, all the amounts shown are estimates.
| Amount | ||||
| Securities and Exchange Commission registration fee | $ | 1,728.84 | ||
| Accountants’ fees and expenses | $ | 15,000 | ||
| Legal fees and expenses | $ | 50,000 | ||
| Miscellaneous | - | |||
| Total expenses | $ | 66,728.84 | ||
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.
Our amended and restated certificate of incorporation and amended and restated bylaws, each as amended, provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
| ● | transaction from which the director derives an improper personal benefit; | |
| ● | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
| ● | unlawful payment of dividends or redemption of shares; or | |
| ● | breach of a director’s duty of loyalty to the corporation or its stockholders. |
| II-1 |
Our amended and restated certificate of incorporation, as amended, includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by us upon delivery of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by us.
Item 16. Exhibits
(b) All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
| II-2 |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(a), (1)(b) and (1)(c) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(a) If the registrant is relying on Rule 430B (§230.430B of this chapter):
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10 (a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
| II-3 |
(b) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on the day of April 23, 2026.
| Enveric Biosciences, Inc. | ||
| By: | /s/ Joseph Tucker | |
| Name: | Joseph Tucker, Ph.D. | |
| Title: | Chief Executive Officer | |
We, the undersigned officers and directors of Enveric Biosciences Inc., hereby severally constitute and appoint Joseph Tucker, Ph.D. and Kevin Coveney, and each of them singly (with full power to each of them to act alone), to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated:
| Signature | Title | Date | ||
| /s/ Joseph Tucker | Chief Executive Officer and Director (principal executive officer) | April 23, 2026 | ||
| Joseph Tucker, Ph.D. | ||||
| /s/ Kevin Coveney | Chief Financial Officer (principal financial and principal accounting officer) | April 23, 2026 | ||
| Kevin Coveney | ||||
| /s/ Michael Webb | Director (Chairman) | April 23, 2026 | ||
| Michael Webb | ||||
| /s/ Sheila DeWitt | Director | April 23, 2026 | ||
| Sheila DeWitt, Ph.D. | ||||
| /s/ George Kegler | Director | April 23, 2026 | ||
| George Kegler | ||||
| /s/ Frank Pasqualone | Director | April 23, 2026 | ||
| Frank Pasqualone | ||||
| /s/ Marcus Schabacker | Director | April 23, 2026 | ||
| Marcus Schabacker, M.D., Ph.D. |
| II-5 |
Exhibit 5.1
April 23, 2026
Enveric Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge, MA 02142
| Re: | Registration Statement on Form S-3 Enveric Biosciences, Inc. |
Ladies and Gentlemen:
As legal counsel to Enveric Biosciences, Inc., a Delaware corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-3, including the prospectus constituting a part thereof (the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration for resale under the Registration Statement by the selling stockholders (the “Selling Stockholders”) named in the Registration Statement of an aggregate of 6,822,225 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) as follows: (i) 98,000 shares of Common Stock (the “Shares”), (ii) 2,124,223 shares of Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”), (iii) 2,222,223 shares of Common Stock issuable upon the exercise of outstanding Series I Warrants (the “Series I Warrants”), (iv) 2,222,223 shares of Common Stock issuable upon the exercise of outstanding Series J Warrants (the “Series J Warrants”), and (v) 155,556 shares of Common Stock issuable upon the exercise of outstanding placement agent warrants issued to a placement agent (the “Placement Agent Warrants”, and together with the Pre-Funded Warrants, the Series I Warrants and the Series J Warrants, the “Warrants”). The shares underlying the Warrants are referred to herein as the Warrant Shares. The Shares and the Warrants (excluding the Placement Agent Warrants) were issued pursuant to a securities purchase agreement, dated April 16, 2026 (the “Purchase Agreement”), by and among the Company and the purchasers named therein and the Placement Agent Warrants were issued pursuant to an engagement letter dated December 8, 2024, as amended on June 5, 2025, January 14, 2025, November 10, 2025, and December 16, 2025, between the Company and the placement agent (the “Engagement Letter”).
With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
| A) | The Amended and Restated Certificate of Incorporation of the Company, as amended; |
| B) | The Amended and Restated Bylaws of the Company, as amended; |
| C) | The form of Warrants and the Placement Agent Warrants; |
| D) | Resolutions of the Board of Directors of the Company approving, among other things, the issuance of the Shares and the Warrant Shares; |
| E) | The Registration Statement; |
| F) | The Engagement Letter; and |
| G) | Such other documents and records and other certificates and instruments and matters of law as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. |
| Greenberg Traurig, LLP | Attorneys at Law |
| 2375 East Camelback Road | Suite 800 | Phoenix, Arizona 85016 | T +1 602.445.8000 | F +1 602.445.8100 |
| www.gtlaw.com |
Enveric Biosciences, Inc.
April 23, 2026
Page 2
Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, based solely upon our review of items A through G above, it is our opinion that (i) the Shares are validly issued, fully paid and nonassessable, and (ii) the Warrant Shares have been duly authorized, and when a Warrant is exercised by a Selling Stockholder pursuant to the terms thereof, including payment of the exercise price as provided for in the Warrant, the Warrant Shares issuable at that time by the Company to such Selling Stockholder will be validly issued, fully paid and non-assessable.
With respect to the Warrant Shares, we express no opinion to the extent that future issuances of securities of the Company, including the Warrant Shares, and/or adjustments to outstanding securities of the Company, including the Warrants, may cause the Warrants to be exercisable for more shares of Common Stock than the number that remain available for issuance. Further, we have assumed the exercise price of the Warrants will not be adjusted to an amount below the par value per share of the Common Stock.
We express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than federal securities laws and the substantive laws of the state of Delaware, including judicial interpretations of such laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this opinion as an exhibit to the Registration Statement, and to the filing of this opinion with any other appropriate governmental agency. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Greenberg Traurig, LLP |
| Greenberg Traurig, LLP | Attorneys at Law |
| www.gtlaw.com |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 27, 2026, relating to the financial statements appearing in the Annual Report on Form 10-K of Enveric Biosciences, Inc. for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ CBIZ CPAs P.C.
Morristown, New Jersey
April 23, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 28, 2025 (except for the Second Reverse Stock Split effective as of October 23, 2025 described in Note 1, as to which the date is February 9, 2026), relating to the financial statements appearing in the Annual Report on Form 10-K of Enveric Biosciences, Inc. for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Marcum LLP
Morristown, New Jersey
April 23, 2026