4//SEC Filing
Tucker Joseph Edward 4
Accession 0001493152-21-023865
CIK 0000890821other
Filed
Sep 26, 8:00 PM ET
Accepted
Sep 27, 4:35 PM ET
Size
14.4 KB
Accession
0001493152-21-023865
Insider Transaction Report
Form 4
Tucker Joseph Edward
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Award
Common Warrants
2021-09-16+664,503→ 664,503 total(indirect: See footnote)Exercise: $0.94From: 2021-09-16Exp: 2025-05-26→ Common Stock (664,503 underlying) - Award
Stock Options
2021-09-16+199,351→ 199,351 totalExercise: $1.88From: 2021-09-16Exp: 2026-04-05→ Common Stock (199,351 underlying) - Award
Common Warrants
2021-09-16+13,290→ 13,290 total(indirect: See footnote)Exercise: $2.82From: 2021-09-16Exp: 2023-09-16→ Common Stock (13,290 underlying) - Award
Common Stock
2021-09-16+691,083→ 691,083 total(indirect: See footnote)
Footnotes (8)
- [F1]Pursuant to an Amalgamation Agreement, dated May 24, 2021 (the "Amalgamation Agreement"), by and among Enveric Biosciences, Inc. (the "Company"), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), ("HoldCo"), 1306436 B.C. Ltd., ("Purchaser"), and MagicMed Industries Inc. ("MagicMed"), upon the completion of the Amalgamation, the shareholders of MagicMed received shares of common stock of the Company equal to the product of 0.265801 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder.
- [F2]Received in exchange for 2,600,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement.
- [F3]Held indirectly through the Tucker 2020 Family Trust, a trust controlled by Dr. Tucker.
- [F4]Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each outstanding MagicMed stock option was converted into an option to purchase the number of Company shares equal to the Exchange Ratio multiplied by the number of MagicMed shares subject to such MagicMed stock option.
- [F5]Received in exchange for options to acquire 750,000 shares of common stock of MagicMed with an exercise price of $0.50 per share in connection with the Amalgamation.
- [F6]Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants.
- [F7]The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 2,500,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants.
- [F8]The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 50,000 shares of common stock of MagicMed with an exercise price of $0.75 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants.
Documents
Issuer
Enveric Biosciences, Inc.
CIK 0000890821
Entity typeother
Related Parties
1- filerCIK 0001883914
Filing Metadata
- Form type
- 4
- Filed
- Sep 26, 8:00 PM ET
- Accepted
- Sep 27, 4:35 PM ET
- Size
- 14.4 KB