Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 06 2024 - 10:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Enveric Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
29405E208
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. |
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. |
Names
of Reporting Persons. |
|
|
|
Mitchell
P. Kopin |
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) ☐ |
|
(b) ☐ |
|
3. |
SEC Use Only |
|
|
|
|
4. |
Citizenship
or Place of Organization United States of America |
|
|
Number
of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole
Voting Power |
0 |
|
|
|
|
6. Shared
Voting Power |
145,000
|
|
|
|
|
7. Sole
Dispositive Power |
0 |
|
|
|
|
8. Shared
Dispositive Power |
145,000
|
|
|
9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person 145,000 (see Item 4) |
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐ |
|
|
|
|
11. |
Percent of Class Represented by Amount in Row
(9) 6.2% (see Item 4) |
|
|
|
|
12. |
Type of Reporting Person (See Instructions) |
|
|
|
IN;
HC |
1. |
Names
of Reporting Persons. |
|
|
|
Daniel B. Asher |
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) ☐ |
|
(b) ☐ |
|
3. |
SEC Use Only |
|
|
|
|
4. |
Citizenship
or Place of Organization United States of America |
|
|
Number
of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole
Voting Power |
0 |
|
|
|
|
6. Shared
Voting Power |
145,000
|
|
|
|
|
7. Sole
Dispositive Power |
0 |
|
|
|
|
8. Shared
Dispositive Power |
145,000
|
|
|
9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person 145,000 (see Item 4) |
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐ |
|
|
|
|
11. |
Percent of Class Represented by Amount in Row
(9) 6.2% (see Item 4) |
|
|
|
|
12. |
Type of Reporting Person (See Instructions) |
|
|
|
IN;
HC |
1. |
Names
of Reporting Persons. |
|
|
|
Intracoastal Capital LLC |
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) ☐ |
|
(b) ☐ |
|
3. |
SEC Use Only |
|
|
|
|
4. |
Citizenship
or Place of Organization Delaware |
|
|
Number
of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole
Voting Power |
0 |
|
|
|
|
6. Shared
Voting Power |
145,000
|
|
|
|
|
7. Sole
Dispositive Power |
0 |
|
|
|
|
8. Shared
Dispositive Power |
145,000
|
|
|
9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person 145,000 (see Item 4) |
|
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐ |
|
|
|
|
11. |
Percent of Class Represented by Amount in Row
(9) 6.2% (see Item 4) |
|
|
|
|
12. |
Type of Reporting Person (See Instructions) |
|
|
|
OO |
This Amendment No. 2 is being filed jointly by the Reporting Persons
and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”)
on August 1, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 8, 2023 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain
unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
(a) and (b):
As of the close of
business on December 31, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 145,000 shares of Common
Stock held by Intracoastal, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.2%
of the Common Stock, based on 2,321,315 shares of Common Stock as of November 30, 2023, as
reported by the Issuer. The foregoing excludes 290,000 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal
(“Intracoastal Warrant 1”) because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the
holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting
Persons may have been deemed to have beneficial ownership of 435,000 shares of Common Stock.
(c) Number of shares as to
which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote:
145,000 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 145,000 .
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
|
/s/ Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel B. Asher |
|
Daniel B. Asher |
|
Intracoastal Capital LLC |
|
|
|
|
By: |
/s/ Mitchell P. Kopin |
|
|
Mitchell P. Kopin, Manager |
Page 6 of 6
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