AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): January 11,
name of Registrant as specified in its charter)
or other jurisdiction
Tamiami Trail N, Suite 200
of principal executive offices and zip code)
telephone number, including area code: (239)
name or former address, if changed since last
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
of each class
of each exchange on which registered
stock, par value $0.01 per share
Nasdaq Stock Market
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).
growth company [ ]
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.
1.01 Entry Into a Material Definitive Agreement
January 11, 2021, Enveric Biosciences, Inc. (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional and accredited investors (the
“Purchasers”), pursuant to which the Company agreed to issue and
sell in a registered direct offering (the “Offering”) an aggregate
of 2,221,334 shares (the “Shares”) of common stock of the Company,
par value $0.01 per share, at an offering price of $4.5018 per
share, for gross proceeds of approximately $10,000,000 before the
deduction of fees and offering expenses. In addition, under the
Purchase Agreement, the Purchasers may choose to purchase
pre-funded warrants (the “Pre-funded Warrants”) in lieu of shares
of Common Stock.
January 11, 2021, the Company had outstanding shares of common
stock (without giving effect to the issuance and sale of the Shares
pursuant to the Purchase Agreement) of 11,595,109.
Pre-funded Warrants have an exercise price of $0.01 per share. The
Pre-funded Warrants are immediately exercisable and may be
exercised at any time after their original issuance until such
Pre-funded Warrants are exercised in full. A holder of a Pre-funded
Warrant may not exercise any portion of such holder’s Pre-funded
Warrants to the extent that the holder, together with its
affiliates, would beneficially own more than 4.99% (or, at the
election of the holder, 9.99%) of the Company’s outstanding shares
of Common Stock immediately after exercise (the “Beneficial
Ownership Limitation”), except that upon at least 61 days’ prior
notice from the holder to the Company, the holder may increase the
beneficial ownership limitation to up to 9.99% of the number of
shares of Common Stock outstanding immediately after giving effect
to the exercise.
Shares, the Pre-funded Warrants, and the shares of Common Stock
issuable upon the exercise of the Pre-funded Warrants (the
“Pre-funded Warrant Shares”) are being offered by the Company
pursuant to a shelf registration statement on Form S-3 (File No.
333-233260) (the “Shelf Registration Statement”), previously filed
with the Securities and Exchange Commission (the “SEC”) on August
14, 2019, and declared effective by the SEC on November 19,
to the Purchase Agreement, in a concurrent private placement (the
“Private Placement”), the Company agreed to issue to the
Purchasers, unregistered warrants to purchase up to 1,666,019
shares of Common Stock (the “Warrants”). The Warrants are
exercisable immediately upon issuance and terminate five years
following issuance and are exercisable at an exercise price of
$4.9519 per share, subject to adjustment as set forth therein. A
holder of Warrants will not have the right to exercise any portion
of its Warrants if the holder, together with its affiliates, would
beneficially own in excess of the Beneficial Ownership Limitation;
provided, however, that upon 61 days’ prior notice to the Company,
the holder may increase or decrease the Beneficial Ownership
Limitation, provided that in no event shall the Beneficial
Ownership Limitation exceed 9.99%.
Warrants and the shares of our Common Stock issuable upon the
exercise of the Warrants (the “Warrant Shares”) are not being
registered under the Securities Act of 1933, as amended (the
“Securities Act”), are not being offered pursuant to the Shelf
Registration Statement, and are being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder.
induce the Purchasers into the Purchase Agreement, the Company also
entered into a registration rights agreement, dated January 11,
2021 (the “Registration Statement”), with the Purchasers, pursuant
to which, among other things, the Company has agreed to prepare and
file with the Securities and Exchange Commission a registration
statement to register for resale of all of the Warrant
addition, the Company entered into a letter agreement (the “Letter
Agreement”) with Alpha Capital Anstalt (“Alpha”). Under the Letter
Agreement, (i) the Company agreed to register 1,791,923 shares of
Common Stock (the “Series B Warrant Shares”) issuable upon the
exercise of certain Series B Warrants issued to Alpha on December
31, 2020, which have an exercise price of $0.01 per share, (ii) the
Series B Warrant Shares will not be subject to an existing lock-up
agreement between the Company and Alpha and Alpha will no longer be
subject to any limitations on its ability to dispose of the Series
B Warrant Shares that are imposed by the Company to the extent
permitted by applicable rules and regulations, (iii) Alpha agreed
to limit its sales of Common Stock on each trading day to no more
than 10% of the daily reported trading volume of Common Stock on
the Nasdaq Stock Market for such trading day, provided, such
limitation shall terminate if the closing price of the Company’s
shares of common stock on the Nasdaq Stock Market exceeds $5.29 for
five consecutive trading days and (iv) the Company will be free to
waive the terms and conditions of any lock-up agreement between the
Company and any of the former shareholders of Jay Pharma Inc.
without the consent of, or notice to, Alpha once the registration
statement registering the Series B Warrant Shares is declared
effective by the SEC.
Purchase Agreement and the Registration Rights Agreement contain
customary representations, warranties and covenants by the Company,
customary conditions to closing, indemnification obligations of the
Company and the Purchasers, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Purchase Agreement and the Registration
Rights Agreement were made only for purposes of such agreements and
as of specific dates, were solely for the benefit of the parties to
such agreements, and may be subject to limitations agreed upon by
the contracting parties.
net proceeds to the Company from the Offering, after deducting fees
and expenses and the Company’s estimated offering expenses, and
excluding the proceeds, if any, from the exercise of the Pre-funded
Warrants and Warrants, are expected to be approximately $9,000,000.
The Company currently intends to use these net proceeds for working
description of the terms and conditions of the Purchase Agreement,
the Pre-funded Warrants, the Warrants, the Registration Rights
Agreement, and the Letter Agreement set forth herein do not purport
to be complete and are qualified in their entirety by the full text
of the Purchase Agreement, the Pre-funded Warrants, the Warrants,
the Registration Rights Agreement, and the Letter Agreement, copies
of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2, and 10.3,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
3.02 Unregistered Sales of Equity Securities.
information contained in Item 1.01 of this Current Report on Form
8-K in relation to the Warrants and Warrant Shares is incorporated
herein by reference.
8.01 Other Events.
January 12, 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.
9.01 Financial Statements and Exhibits.
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.
ENVERIC BIOSCIENCES INC.
John Van Buiten