Enveric Biosciences, Inc. 8-K

What Happened

• Enveric Biosciences, Inc. announced a private placement under a Securities Purchase Agreement with institutional investors that closed on April 17, 2026. The Company received approximately $5.0 million in gross proceeds (before fees and expenses) and issued: 98,000 shares of common stock; pre‑funded warrants to purchase up to 2,124,223 shares (exercise price $0.0001); Series I warrants to buy up to 2,222,223 shares and Series J warrants to buy up to 2,222,223 shares (both with a $2.00 exercise price). Full warrant exercise could bring in up to roughly $8.9 million in additional proceeds. H.C. Wainwright & Co. acted as placement agent.

Key Details

• Gross proceeds at close: ≈ $5.0 million; up to ≈ $8.9 million additional if all warrants exercised.
• Securities issued: 98,000 common shares; pre‑funded warrants for 2,124,223 shares; Series I and Series J warrants for 2,222,223 shares each.
• Warrant terms: $2.00 exercise price (subject to adjustment); Series I expires 5 years after resale registration effectiveness, Series J expires 18 months after; pre‑funded warrants exercisable immediately at $0.0001. Beneficial ownership limit defaults to 4.99% (can elect up to 9.99% with notice).
• Placement agent fees and warrants: 7.0% cash fee + 1.0% management fee; placement agent warrants to purchase up to 155,556 shares (exercise price $2.8125).
• Registration Rights Agreement: company must file a resale registration statement within 15 days and use best efforts to have it declared effective within 45 days (75 days if SEC conducts a full review).

Why It Matters

• The transaction provides near‑term financing to fund product development, working capital and general corporate purposes. If investors exercise the warrants, the company would receive additional capital but existing shareholders could face dilution. The registration commitment means the newly issued securities will be registered for resale relatively quickly, which may increase liquidity of those shares once the resale registration is effective. The placement agent fees and agent warrants represent additional dilution and costs tied to the financing.