Current Report Filing (8-k)
March 11 2021 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2021
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
(Former
name or former address, if changed since last report.)
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. [ ]
Item
1.01 Entry Into a Material Definitive Agreement
On
March 5, 2021, Enveric Biosciences, Inc. (the “Company”) entered into an Exclusive License Agreement (the “Agreement”)
with Diverse Biotech, Inc. (“Diverse”), pursuant to which the Company has acquired an exclusive, perpetual license
to develop five therapeutic candidates (collectively, the “Agents”) with the goal of alleviating the side effects
that cancer patients experience. Under the terms of the Agreement, Diverse has granted the Company an exclusive license to its
intellectual property rights covering the Agents and its products. In exchange, the Company has granted Diverse the right to information
relating to the Agents developed for the express purpose of using such information to obtain patent rights, which right terminates
upon the issuance or denial of the patent rights.
Under
the Agreement, the Company will maintain sole responsibility and ownership of the development and commercialization of the Agents
and its products. Diverse has agreed not to develop or commercialize any agent or product that would compete with the Agents,
or its products containing the Agents, at any time during or after the term of the Agreement. If Diverse intends to license, sell,
or transfer any other molecules linked with cannabinoids not granted to the Company under the terms of this Agreement, the Company
will have the first right, but not the obligation, to negotiate an agreement with Diverse for such cannabinoids. The Company has
also agreed to pay Diverse an up-front investment payment, as well as a running royalty starting with the first commercial sale
by the Company to a third party in an arms’-length transaction.
The
term of the Agreement shall continue for as long as the Company intends to develop or commercialize the new drugs, unless earlier
terminated by either Party. The Agreement may be terminated by either party upon ninety (90) days written notice of an uncured
material breach or in the event of bankruptcy or insolvency. In addition, the Company has the right to terminate the Agreement
at any time upon sixty (60) days’ prior written notice to Diverse. The Agreement contains, among other provisions, representations
and warranties, and confidentiality provisions in favor of each party that are customary for an agreement of this nature.
The
description of the terms and conditions of the Agreement set forth herein do not purport to be complete and are qualified in their
entirety by the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the period ended March 31, 2021.
Item
8.01 Other Events.
On
March 10, 2021, the Company issued a press release regarding the transaction described above under Item 1.01 of this Current Report
on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
March 11, 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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