Statement of Ownership (sc 13g)
February 10 2021 - 12:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
Enveric
Biosciences, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value per share
|
(Title
of Class of Securities)
|
|
29405E109
|
(CUSIP
Number)
|
|
December
30, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
|
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
1
|
Names of Reporting Persons
|
TO Pharmaceuticals LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
2,299,001
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
2,299,001
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,299,001
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
19.8% (1)
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
|
(1)
|
Beneficial
ownership calculated based on Rule 13d-3 and in reliance upon the information contained in the Issuer’s Form 8-K, filed
by the Issuer with the U.S. Securities and Exchange Commission on January 12, 2021.
|
SCHEDULE
13G
1
|
Names of Reporting Persons
|
TOP Invest LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
2,299,001
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
2,299,001
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,299,001
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
19.8% (1)
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
|
(1)
|
Beneficial
ownership calculated based on Rule 13d-3 and in reliance upon the information contained in the Issuer’s Form 8-K, filed
by the Issuer with the U.S. Securities and Exchange Commission on January 12, 2021.
|
|
(a)
|
Name
of Issuer: Enveric Biosciences, Inc., a Delaware corporation
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 4851 Tamiami Trail N, Suite 200, Naples, Florida 34103
|
|
(a)
|
Name
of Person Filing:
|
TO
Pharmaceuticals LLC
TOP
Invest LLC
|
(b)
|
Address
of Principal Business Office or, if None, Residence: The address of the principal
business office of each of the reporting persons is c/o TO Pharmaceuticals, 77 Water
Street, 8th Floor, New York, New York 10005.
|
|
(c)
|
Citizenship:
See Item 4 on the cover pages hereto.
|
|
(d)
|
Title
and Class of Securities: Common Stock, $0.01 par value per share
|
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the
Act;
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Act;
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount
Beneficially Owned: See Item 9 on the cover pages hereto.
|
|
(b)
|
Percent
of Class: See Item 11 on the cover pages hereto.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: See Item 5 on the cover pages hereto.
|
|
(ii)
|
Shared
power to vote or to direct the vote: See Item 6 on the cover pages hereto.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person.
|
Not
applicable.
|
Item
8.
|
Identification
and classification of members of the group.
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Each
of the undersigned reporting persons makes the following certification:
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February
5, 2021
|
TO PHARMACEUTICALS LLC
|
|
|
|
By:
|
/s/ David Ritchie
|
|
|
David Ritchie
|
|
|
Chief Executive Officer
|
|
|
|
TOP INVEST LLC
|
|
|
|
By:
|
TO Pharmaceuticals LLC, its manager
|
|
|
|
By:
|
/s/ David Ritchie
|
|
|
David Ritchie
|
|
|
Chief Executive Officer
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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