Current Report Filing (8-k)
July 14 2022 - 5:10PM
Edgar (US Regulatory)
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0000890821
2022-07-14
2022-07-14
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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): July 14, 2022
ENVERIC
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38286 |
|
95-4484725 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
4851
Tamiami Trail N, Suite 200 Naples, FL 34103 |
|
34103 |
(Address
of principal executive offices) |
|
(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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.01 per share |
|
ENVB |
|
The
Nasdaq Stock Market |
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
3.03 | Material
Modification to Rights of Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current
Report on Form 8-K (this “Current Report”) is
incorporated herein by reference.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As
reported below under Item 5.07 of this Current Report, Enveric Biosciences, Inc. (the “Company”) held a special meeting of
stockholders on July 14, 2022 (the “Special Meeting”) at which meeting the Company’s stockholders approved an amendment
(the “Plan Amendment”) to the Company’s 2020 Long-Term Incentive Plan (the “Incentive Plan”) to (i) increase
the aggregate number of shares available for the grant of awards by 7,304,107 shares to a total of 10,000,000 shares, and (ii) add an
“evergreen” provision whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will
be automatically increased on the first trading date immediately following the date the Company issues any share of Common Stock (defined
below) to any person or entity, to the extent necessary so that the number of shares of the Company’s Common Stock authorized for
issuance under the Incentive Plan will equal the greater of (x) 10,000,000 shares, and (y) 15% of the total number of shares of the Company’s
Common Stock outstanding as of such issuance date.
For
more information about the Plan Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange
Commission on May 31, 2022 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the
complete text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference
herein.
Item
5.03 | Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
July 14, 2022, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of Delaware to effect a 1-for-50 reverse
stock split of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), either issued
and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (New York
time) on July 14, 2022 (the “Reverse Stock Split”).
As reported below under Item 5.07 of this Current Report, the
Company held the Special Meeting on
July 14, 2022, at which meeting the Company’s stockholders approved the amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s
common stock at a ratio in the range of 1-for-10 to 1-for-100, with such ratio to be determined by the Company’s board of directors
(the “Board”) and included in a public announcement. Following the Special Meeting, the Board determined to effect the Reverse
Stock Split at a ratio of 1-for-50 and
approved the corresponding final form of the Certificate of Amendment.
As
a result of the Reverse Stock Split, every 50 shares of issued and outstanding Common Stock will be automatically combined into
one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued
as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be
rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 52,684,548
shares to approximately 1,053,691 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized
shares of Common Stock under the Certificate of Incorporation will remain unchanged at 100,000,000 shares.
Proportionate
adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise
of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the
Company’s 2020 Long-Term Incentive Plan.
The
Common Stock will begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on July 15, 2022. The trading symbol
for the Common Stock will remain “ENVB.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 29405E208.
For more information about the Reverse Stock
Split, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The information set forth herein
is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1
to this Current Report and is incorporated by reference herein.
Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
The
Special Meeting was held on July 14, 2022. As of the close of business on May 19, 2022, the record date for the Special Meeting, there
were 52,684,548 shares of Common Stock and 52,684.548 shares of shares of our Series C Preferred Stock, par value $0.01 (“Series
C Preferred Stock”) outstanding and entitled to vote on the proposals described below. The matters described below were submitted
to a vote of the Company’s stockholders at the Special Meeting. Each proposal is described in detail in the Proxy Statement.
At
the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results
are as follows:
|
1. |
To
approve an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board, but prior to
the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special
Meeting, a reverse stock split with respect to the Company’s issued and outstanding Common Stock, including stock held by the
Company as treasury shares, at a ratio of 1-for-10 to 1-for-100, with the ratio within such range to be determined by the Board in
its discretion and included in a public announcement (the “Reverse Stock Split Proposal”). |
For |
|
Against |
|
Abstain |
21,560,409,638 |
|
2,560,950,606 |
|
271,668,519 |
|
2. |
To
approve an amendment to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan to (i) increase the aggregate number of shares
available for the grant of awards by 7,304,107 shares to a total of 10,000,000 shares, and (ii) add an “evergreen” provision
whereby the number of shares authorized for issuance pursuant to awards under the Incentive Plan will be automatically increased
on the first trading date immediately following the date the Company issues any share of Common Stock to any person or entity, to
the extent necessary so that the number of shares of our Common Stock authorized for issuance under the Incentive Plan will equal
the greater of (x) 10,000,000 shares, and (y) 15% of the total number of shares of our Common Stock outstanding as of such issuance
date. |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
8,310,328 |
|
5,747,531 |
|
60,210 |
|
10,367,694 |
|
3. |
To
approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse
Stock Split Proposal. |
For |
|
Against |
|
Abstain |
20,799,362,034 |
|
3,300,596,775 |
|
293,069,953 |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
7.01 | Regulation
FD Disclosure. |
On
July 14, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in
such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item
9.01 | Financial
Statements and Exhibits. |
(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.
|
ENVERIC
BIOSCIENCES INC. |
|
|
|
Date:
July 14, 2022 |
By:
|
/s/
Joseph Tucker |
|
Name: |
Joseph
Tucker, PhD |
|
Title: |
Chief
Executive Officer |
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