Amended Statement of Changes in Beneficial Ownership (4/a)
October 12 2021 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Tucker Joseph Edward |
2. Issuer Name and Ticker or Trading Symbol
Enveric Biosciences, Inc.
[
ENVB
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ENVERIC BIOSCIENCES, INC.,, 4851 TAMIAMI TRAIL N, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2021 |
(Street)
NAPLES,, FL 34103
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/27/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 9/16/2021 | | A | | 691083 | A | (1)(2) | 691083 | I | See footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Common Warrants | $0.94 | 9/16/2021 | | A | | 132901 | | 9/16/2021 | 5/26/2025 | Common Stock | 132901 | (4)(5) | 132901 | D | |
Common Warrants | $0.94 | 9/16/2021 | | A | | 531602 | | 9/16/2021 | 5/26/2025 | Common Stock | 531602 | (4)(6) | 531602 | I | See footenote (3) |
Common Warrants | $2.82 | 9/16/2021 | | A | | 13290 | | 9/16/2021 | 9/16/2023 | Common Stock | 13290 | (4)(7) | 13290 | I | See footenote (3) |
Explanation of Responses: |
(1) | Pursuant to an Amalgamation Agreement, dated May 24, 2021 (the "Amalgamation Agreement"), by and among Enveric Biosciences, Inc. (the "Company"), 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), ("HoldCo"), 1306436 B.C. Ltd., ("Purchaser"), and MagicMed Industries Inc. ("MagicMed"), upon the completion of the Amalgamation, the shareholders of MagicMed received shares of common stock of the Company equal to the product of 0.265801 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder. |
(2) | Received in exchange for 2,600,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. |
(3) | Held indirectly through the Tucker 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Tucker and his family. |
(4) | Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each holder of an outstanding MagicMed warrant is entitled to receive upon exercise of such MagicMed warrant that number of Company shares which the holder would have been entitled to receive as a result of the Amalgamation if, immediately prior to the Amalgamation, such holder had exercised the MagicMed warrants. |
(5) | The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 500,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |
(6) | The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 2,000,000 shares of common stock of MagicMed with an exercise price of $0.25 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |
(7) | The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 50,000 shares of common stock of MagicMed with an exercise price of $0.75 per share. At the effective time of the Amalgamation, the Reporting Person is entitled to receive shares of Company common stock upon exercise of the MagicMed warrants. |
Remarks: On September 27, 2021, the Reporting Person filed a Form 4 that incorrectly stated that the Tucker 2020 Family Trust is controlled by Dr. Tucker. In fact, the trust benefits (but is not controlled by) Dr. Tucker. The original Form 4 also incorrectly stated that all of the common warrants with an exercise price of $0.25 per share held by the reporting person were held indirectly. In fact, a portion of these warrants are held directly by the reporting person as disclosed in Table II of this amendment. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tucker Joseph Edward C/O ENVERIC BIOSCIENCES, INC., 4851 TAMIAMI TRAIL N, SUITE 200 NAPLES,, FL 34103 | X |
| Chief Executive Officer |
|
Signatures
|
/s/ Tucker Joseph Edward | | 10/12/2021 |
**Signature of Reporting Person | Date |
Enveric Biosciences (NASDAQ:ENVB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Enveric Biosciences (NASDAQ:ENVB)
Historical Stock Chart
From Sep 2023 to Sep 2024