Item
8.01 Other Events.
The
description above under “Item 5.08–Shareholder Director Nominations” is incorporated by reference into this Item 8.01.
Important
Additional Information Will be Filed with the SEC
This
communication may be deemed to be solicitation material in respect of the proposed transaction between the Company and MagicMed. In connection
with the proposed transaction, the Company has filed relevant materials with the Securities and Exchange Commission (the “SEC”),
including a registration statement that will contain a definitive proxy statement and prospectus. THE COMPANY URGES INVESTORS AND STOCKHOLDERS
TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy
statement, prospectus and other documents filed by the Company with the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement, prospectus
and other documents filed by the Company with the SEC by contacting Investor Relations by mail at Enveric Biosciences, Inc., Attn: Investor
Relations, 4851 Tamiami Trail N, Suite 200, Naples, Florida 34103. Stockholders are urged to read the proxy statement, prospectus and
the other relevant materials when they become available before making any voting or investment decision with respect to the proposed
transactions.
Participants
in the Solicitation
The
Company and MagicMed, and each of their respective directors and executive officers and certain of their other members of management
and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Additional
information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating
to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated
above.
Disclaimer
This
report and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary
Statement Regarding Forward-Looking Statements
This
report, including the exhibits attached hereto, contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking
statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking
statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s and
MagicMed’s control. Statements in this report regarding the Company, MagicMed and the combined company that are forward-looking,
including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on the Company’s
and MagicMed’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction,
expectations regarding capital structure following the closing of the proposed transaction, the combined company’s pipeline, intellectual
property protection and R&D spend, and the closing date for the proposed transaction, are based on management’s estimates,
assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond the Company’s
and MagicMed’s control. These factors include, among other things, the combined company’s ability to execute successfully
its strategic plans, including its business development strategy, the expiration of patents or data protection on certain products, including
assumptions about the combined company’s ability to retain patent exclusivity of certain products, the impact and result of governmental
investigations, the combined company’s ability to obtain necessary regulatory approvals or obtaining these without delay, the risk
that the combined company’s products prove to be commercially successful or that contractual milestones will be achieved. Similarly,
there are uncertainties relating to a number of other important factors, including: results of clinical trials and preclinical studies,
including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions
made by the U.S. FDA and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies;
the ability to enroll patients in planned clinical trials; unplanned cash requirements and expenditures; the amount of funds the combined
company requires for its product candidates; competitive factors; the ability to obtain, maintain and enforce patent and other intellectual
property protection for any product candidates; the ability to maintain key collaborations; the impact of the ongoing COVID-19 pandemic
on the combined company’s results of operations, business plan and the global economy; and general economic and market conditions.
Additional information concerning these risks, uncertainties and assumptions can be found in the Company’s filings with the SEC,
including the risk factors discussed in the Company’s most recent Annual Reports on Form 10-K, as updated by its Quarterly Reports
on Form 10-Q and future filings with the SEC.