Statement of Changes in Beneficial Ownership (4)
October 15 2021 - 7:13PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Facchini Peter J. |
2. Issuer Name and Ticker or Trading Symbol
Enveric Biosciences, Inc.
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ENVB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Scientific 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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/16/2021 | | A | | 85056 | A | (1)(2) | 85056 | D | |
Common Stock | 9/16/2021 | | A | | 531602 | A | (1)(3) | 531602 | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Options | $1.88 | 9/16/2021 | | A | | 99675 | | 9/16/2021 | 4/5/2026 | Common Stock | 99675 | (5)(6) | 99675 | D | |
Common Warrants | $0.94 | 9/16/2021 | | A | | 79740 | | 9/16/2021 | 5/26/2025 | Common Stock | 79740 | (7)(8) | 79740 | D | |
Common Warrants | $0.94 | 9/16/2021 | | A | | 531602 | | 9/16/2021 | 5/26/2025 | Common Stock | 531602 | (7)(9) | 531602 | I | See footnote (4) |
Common Warrants | $2.82 | 9/16/2021 | | A | | 2658 | | 9/16/2021 | 9/16/2023 | Common Stock | 2658 | (7)(10) | 2658 | D | |
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 0.2658 (the "Exchange Ratio") multiplied by the number of MagicMed shares held by each such MagicMed shareholder. |
(2) | Received in exchange for 320,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. |
(3) | Received in exchange for 2,000,000 shares of common stock of MagicMed pursuant to the Amalgamation Agreement. |
(4) | Held indirectly through the Facchini 2020 Family Trust, a trust benefiting (but not controlled by) Dr. Facchini and his family. |
(5) | Pursuant to the Amalgamation Agreement, following the effective time of the Amalgamation, each outstanding MagicMed stock option was converted into an option to purchase the number of Company shares equal to the Exchange Ratio multiplied by the number of MagicMed shares subject to such MagicMed stock option. |
(6) | Received in exchange for options to acquire 375,000 shares of common stock of MagicMed with an exercise price of $0.50 per share in connection with the Amalgamation. |
(7) | 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. |
(8) | The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 300,000 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. |
(9) | 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. |
(10) | The Reporting Person held MagicMed warrants immediately prior to the effective time of the Amalgamation to acquire 10,000 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Facchini Peter J. C/O ENVERIC BIOSCIENCES, INC., 4851 TAMIAMI TRAIL N, SUITE 200 NAPLES,, FL 34103 |
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| Chief Scientific Officer |
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Signatures
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/s/ Facchini Peter J. | | 10/15/2021 |
**Signature of Reporting Person | Date |
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