Current Report Filing (8-k)
December 30 2021 - 5:04PM
Edgar (US Regulatory)
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2021-12-30
2021-12-30
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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): December
30, 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
Number)
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(IRS
Employer
Identification
No.)
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Enveric
Biosciences, Inc.
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34103
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4851
Tamiami Trail N, Suite
200
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|
(Zip
Code)
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Naples,
FL
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (239)
302-1707
N/A
(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
8.01 Other Events.
During
the prior thirty days, Enveric Biosciences, Inc., a Delaware corporation (the “Company” or “ENVB”)
has issued an aggregate of 1,194,843 shares of common stock in exchange for certain outstanding warrants to purchase an aggregate of
698,517 shares of the Company’s common stock at an exercise price of $4.66 pursuant to exchange agreements with the holders of
such warrants. The Company believes that these exchanges are beneficial to the Company because the reacquired warrants contained provisions
that required the Company to repurchase the warrants for cash at the holder’s option and/or “full ratchet” anti-dilution
adjustments that may result in a reduction in the exercise price of such warrants and an increase in the number of shares issuable upon
exercise thereof under certain circumstances. The Company has cancelled all of the warrants reacquired in such exchanges and they will
not be reissued.
The
issuance of the shares of the Company’s common stock in each exchange agreement was made in reliance on an exemption from registration
under Section 3(a)(9) of the Securities Act of 1933, as amended, and in the aggregate constitute less than 5% of the number of shares
of the Company’s common stock issued and outstanding as of November 9, 2021, as reported on the Company’s Quarterly Report
on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2021.
Additionally,
as previously reported, on September 16, 2021, ENVB completed
the previously announced amalgamation of MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia
(“MagicMed”), pursuant to an amalgamation agreement dated May 24, 2021 (the “Amalgamation Agreement”),
by and among ENVB, 1306432 B.C. Unlimited Liability Company (formerly known as 1306432 B.C. Ltd.), an unlimited liability company existing
under the laws of the Province of British Columbia and a wholly-owned subsidiary of ENVB (“HoldCo”), 1306436
B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo (“Purchaser”),
and MagicMed. Pursuant to the Amalgamation Agreement, Purchaser and MagicMed were amalgamated pursuant to section 269 of the British
Columbia Business Corporations Act, with the amalgamated corporation, Enveric Biosciences Canada Inc., surviving as an indirect wholly-owned
subsidiary of ENVB (the “Amalgamation”).
This
Current Report on Form 8-K is being filed in order to provide as Exhibit 99.1 hereto the audited consolidated financial statements of
MagicMed for the year ended June 30, 2021 and for the period from incorporation May 26, 2020 to June 30, 2020, and as Exhibit 99.2 hereto
the unaudited pro forma condensed consolidated financial information of ENVB and MagicMed for the six months ended June 30, 2021 and
the year ended December 31, 2020. The pro forma condensed consolidated financial information included herein has been presented for informational
purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized
had the Amalgamation occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position
or future results of operations that ENVB may experience after the Amalgamation.
The
purpose of this Current Report on Form 8-K is to, among other things, file the pro forma condensed consolidated financial information
and the financial statements of MagicMed discussed above, and to allow such financial information to be incorporated by reference into
ENVB’s registration statements filed with the Securities and Exchange Commission.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
audited consolidated financial statements of MagicMed as of June 30, 2021 and for the period from incorporation May 26, 2020 to June
30, 2020, together with the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K and
are incorporated herein by reference.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed consolidated financial information of ENVB for the six months ended June 30, 2021 and for the year ended
December 31, 2020, together with the related notes to the pro forma financial information, and giving effect to the Amalgamation as if
it had been completed on June 30, 2021, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
(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:
December 30, 2021
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By:
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/s/
Joseph Tucker
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Name:
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Joseph
Tucker
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Title:
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Chief
Executive Officer
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