Amended Current Report Filing (8-k/a)
February 09 2021 - 9:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2 to
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 30, 2020
Enveric
Biosciences, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-38286
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95-4484725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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Enveric
Biosciences, Inc.
4851
Tamiami Trail N, Suite 200
Naples,
FL 34103
(Address
of principal executive offices and zip code)
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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ENVB
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The
Nasdaq Stock Market
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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. [ ]
Explanatory
Note
Enveric
Biosciences, Inc. (the “Company”) is filing this Amendment No. 2 to the Company’s Current Report on Form 8-K,
dated December 30, 2020, and filed with the Securities and Exchange Commission on January 6, 2021, and amended on January 11,
2021 (“Amendment No.1”), solely for the purpose of providing an amended consent of Marcum LLP, independent registered
public accounting firm, with respect to the incorporation by reference in Amendment No. 1 of its report dated April 21, 2020 with
respect to its audits of the financial statements of Jay Pharma, Inc. as of December 31, 2019 and 2018 and for each of the two
years in the period ended December 31, 2019, to cover additional registration statements of the Company.
Except
for this Explanatory Note, there are no changes to the initial 8-K, as amended by Amendment No.1.
Item
9.01.
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Financial
Statements and Exhibits
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(a)
Financial Statements of Business Acquired.
The
audited financial statements of Jay Pharma, Inc. as of and for the years ended December 31, 2019 and 2018, together with the reports
of Marcum LLP with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein. The unaudited condensed
financial statements of Jay Pharma as of and for the nine months ended September 30, 2020 are included as Exhibit 99.2 hereto
and are incorporated by reference herein.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31 2019 and
balance sheets and statements of operations for the nine months ended September 30, 2020 are included as Exhibit 99.3 hereto and
are incorporated by reference herein.
(d)
Exhibits.
+Previously
filed with Amendment No.1
*
* *
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ENVERIC
BIOSCIENCES, INC.
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Date:
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February
9, 2021
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By:
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/s/
John Van Buiten
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John
Van Buiten
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Chief
Financial Officer
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