Enveric Biosciences Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $1.8 Million Gross Proceeds Priced At-the-Market
December 29 2023 - 8:52AM
Business Wire
Enveric Biosciences (NASDAQ: ENVB) ("Enveric" or the “Company”),
a biotechnology company dedicated to the development of novel
neuroplastogenic small-molecule therapeutics for the treatment of
depression, anxiety, and addiction disorders, today announced it
has entered into agreements with certain holders of its existing
warrants exercisable for 1,122,000 shares of the Company’s common
stock, in the aggregate, to exercise their warrants at a reduced
exercise price of $1.37 per share, in exchange for new warrants as
described below. The aggregate gross proceeds from the exercise of
the existing warrants is expected to total approximately $1.8
million, before deducting financial advisory fees. The reduction of
the exercise price of the existing warrants and the issuance of the
new warrants was structured as an at-market transaction under
Nasdaq rules.
Roth Capital Partners is acting as the Company’s financial
advisor for this transaction.
The shares of common stock issuable upon exercise of the
warrants are registered pursuant to a registration statement on
Form S-3 (File No. 333-257690) which was declared effective by the
Securities and Exchange Commission (SEC) on July 9, 2021 and a
registration statement on Form S-3 (File No. 333-266579) which was
declared effective by the SEC on August 11, 2022.
In consideration for the immediate exercise of the warrants for
cash and the payment of $0.125 per share underlying the new
warrants, the exercising holders will receive new warrants to
purchase shares of common stock in a private placement pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The new warrants will be exercisable into an
aggregate of up to 2,244,000 shares of common stock, at an exercise
price of $1.37 per share and have a term of exercise equal to five
years. The securities offered in the private placement have not
been registered under the Securities Act, or applicable under state
securities laws. Accordingly, the securities may not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws. As part of the transaction, the Company has
agreed to file a resale registration statement on Form S-3 with the
Securities and Exchange Commission within 10 days of the closing to
register the resale of the shares of common stock underlying the
new warrants issued in the private placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) is a biotechnology company
dedicated to the development of novel neuroplastogenic
small-molecule therapeutics for the treatment of depression,
anxiety, and addiction disorders. Leveraging its unique discovery
and development platform, Psybrary™, Enveric has created a robust
intellectual property portfolio of new chemical entities for
specific mental health indications. Enveric’s lead program, the
EVM201 Series, comprises next generation synthetic prodrugs of the
active metabolite, psilocin. Enveric is developing the first
product from the EVM201 Series – EB-373 – for the treatment of
psychiatric disorders. Enveric is also advancing its second
program, the EVM301 Series, expected to offer a first-in-class, new
approach to the treatment of difficult-to-address mental health
disorders, mediated by the promotion of neuroplasticity without
also inducing hallucinations in the patient. Enveric is
headquartered in Naples, FL with offices in Cambridge, MA and
Calgary, AB Canada. For more information, please visit
www.enveric.com.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. These statements relate to future events or future
performance. All statements other than statements of historical
fact may be forward-looking statements or information. Generally,
forward-looking statements and information may be identified by the
use of forward-looking terminology such as “plans,” “expects” or
“does not expect,” “proposed,” “is expected,” “budgets,”
“scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or
“does not anticipate,” or “believes,” or variations of such words
and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might
occur or be achieved. Forward-looking statements may include
historical statements and statements regarding beliefs, plans,
expectations, or intentions regarding the future and are based on
the beliefs of management as well as assumptions made by and
information currently available to management. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including, but not
limited to, the ability of Enveric to: carry out successful
clinical programs in Australia; achieve the value creation
contemplated by technical developments; avoid delays in planned
clinical trials; establish that potential products are efficacious
or safe in preclinical or clinical trials; establish or maintain
collaborations for the development of therapeutic candidates;
obtain appropriate or necessary governmental approvals to market
potential products; obtain future funding for product development
and working capital on commercially reasonable terms; scale-up
manufacture of product candidates; respond to changes in the size
and nature of competitors; hire and retain key executives and
scientists; secure and enforce legal rights related to Enveric’s
products, including patent protection; identify and pursue
alternative routes to capture value from its cannabinoid clinical
development pipeline assets; continue as a going concern; and
manage its future growth effectively.
A discussion of these and other factors, including risks and
uncertainties with respect to Enveric, is set forth in Enveric’s
filings with the Securities and Exchange Commission, including
Enveric’s Annual Report on Form 10-K and its Quarterly Reports on
Form 10-Q. Enveric disclaims any intention or obligation to revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231229768169/en/
Investor Relations Tiberend Strategic Advisors, Inc.
Daniel Kontoh-Boateng (862) 213-1398
dboateng@tiberend.com
Media Relations Tiberend Strategic Advisors, Inc. Casey
McDonald (646) 577-8520 cmcdonald@tiberend.com
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