Current Report Filing (8-k)
September 14 2021 - 4:57PM
Edgar (US Regulatory)
0000890821
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0000890821
2021-09-14
2021-09-14
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xbrli:shares
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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): September 14, 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 No.)
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(IRS
Employer
Identification No.)
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Enveric
Biosciences, Inc.
4851
Tamiami Trail N, Suite 200
Naples,
FL 34103
(Address
of principal executive offices and zip code)
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
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
September 14, 2021, Enveric Biosciences, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual
Meeting”). Five proposals were included in the notice of Annual Meeting for consideration at the Annual Meeting. At the Annual
Meeting, stockholders of the Company voted on the following four proposals, each of which is more fully described in the Company’s
definitive proxy statement/prospectus filed with the Securities and Exchange Commission and mailed to stockholders on or about August
6, 2021 (the “Proxy Statement”):
1.
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the
election of five directors to serve until the Company’s 2022 annual meeting of stockholders and until their successors are
duly elected and qualified;
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2.
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to
approve the issuance of shares of the Company’s common stock to MagicMed equity holders in connection with the amalgamation
on the terms and conditions of the Amalgamation Agreement;
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3.
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to
approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and
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4.
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to
ratify the selection of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2021.
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Because
there were sufficient votes to approve the ENVB Share Issuance Proposal (Proposal 2), adjournment of the Annual Meeting to solicit additional
proxies was unnecessary and the adjournment proposal (Proposal 5) was not called to a vote by the Company for approval at the Annual
Meeting. The adjournment proposal is described in detail in the Proxy Statement.
Each
proposal voted upon at the Annual Meeting and the final voting results are indicated below. As of the close of business on July 30, 2021,
the record date for the Annual Meeting, there were 21,432,415 shares of common stock of the Company outstanding. A total of 10,797,302
shares, representing approximately 50.37% of the issued and outstanding shares of common stock of the Company entitled to vote, were
present in person or by proxy, constituting a quorum.
1.
Election of Directors
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For
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Withheld
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Broker
Non-Vote
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David
Johnson
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4,395,856
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157,707
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6,243,739
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George
Kegler
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4,413,161
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140,402
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6,243,739
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Douglas
Lind, M.D.
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4,427,960
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125,603
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6,243,739
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Sol
Mayer
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4,419,998
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133,565
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6,243,739
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Marcus
Schabacker, M.D., Ph.D.
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4,427,523
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126,040
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6,243,739
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2.
ENVB Share Issuance Proposal
For
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Against
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Abstain
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Broker Non-Vote
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4,161,026
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308,471
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84,066
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6,243,739
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3.
Advisory Vote on Compensation of Named Executive Officers
For
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Against
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Abstain
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Broker Non-Vote
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3,907,271
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486,466
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159,826
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6,243,739
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4.
Ratification of Appointment of Independent Registered Public Accounting Firm
For
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Against
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Abstain
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Broker
Non-Vote
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10,582,508
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135,486
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79,308
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—
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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:
September 14, 2021
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By:
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/s/
David Johnson
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Name:
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David
Johnson
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Title:
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Chief
Executive Officer
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