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
129,842 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
129,842 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
129,842
(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)
9.99%
(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
129,842 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
129,842 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
129,842
(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)
9.99%
(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
129,842 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
129,842 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
129,842
(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)
9.99%
(see Item 4) |
12. |
Type
of Reporting Person (See Instructions)
OO |
Item
1.
(a)
Name of Issuer
Enveric
Biosciences, Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
Enveric
Biosciences, Inc.
4851
Tamiami Trail N, Suite 200
Naples,
FL 34103
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr.
Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”)
and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin
and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
Stock, $0.01 par value per share, of the Issuer (the “Common Stock”).
(e)
CUSIP Number
29405E109
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not
applicable.
Item
4. Ownership.
(a)
and (b):
(i)
Immediately following the execution of the securities purchase agreement with the Issuer on July 22, 2022 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 26, 2022), each of the Reporting
Persons may have been deemed to have beneficial ownership of 116,912 shares of Common Stock, which consisted of (i) 116,000 shares of
Common Stock to be issued to Intracoastal at the consummation of the transaction contemplated by the SPA and (ii) 912 shares of Common
Stock issuable upon exercise of a warrant to be issued to Intracoastal at the consummation of the transaction contemplated by the SPA
(“Intracoastal Warrant 1”), and all such shares of Common Stock in the aggregate represent beneficial ownership of
approximately 9.99% of the Common Stock, based on (1) 1,053,382 shares of Common Stock outstanding prior to the execution of the SPA
as reported to the Reporting Persons by the Issuer, plus (2) 116,000 shares of Common Stock to be issued to Intracoastal at the consummation
of the transaction contemplated by the SPA and (3) 912 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing
excludes (I) 124,088 shares of Common Stock issuable upon exercise of 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 9.99% of the Common
Stock, (II) 9,000 shares of Common Stock issuable upon exercise of a second warrant to be issued to Intracoastal at the consummation
of the transaction contemplated by the SPA (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 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 9.99% of the Common Stock and
(III) 20,000 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 3”)
because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal
Warrant 3 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 provisions, each of the Reporting Persons may have been deemed to have beneficial
ownership of 270,000 shares of Common Stock.
(ii)
As of the close of business on July 29, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 129,842
shares of Common Stock, which consisted of (i) 125,000 shares of Common Stock held by Intracoastal and (ii) 4,842 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represented beneficial ownership of approximately
9.99% of the Common Stock, based on (1) 1,285,882 shares of Common Stock following the consummation of the transaction contemplated by
the SPA as reported to the Reporting Persons by the Issuer, plus (2) 9,000 shares of Common Stock issued to Intracoastal upon exercise
of Intracoastal Warrant 2 and (3) 4,842 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes
(I) 120,158 shares of Common Stock issuable upon exercise of 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 9.99% of the Common Stock and
(II) 20,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 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 provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 270,000 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: 129,842 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 129,842 .
Item
5. Ownership of Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
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:
August 1, 2022
|
/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 |
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