Current Report Filing (8-k)
November 18 2021 - 4:06PM
Edgar (US Regulatory)
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2021-11-15
2021-11-15
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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): November 15, 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
5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
November 15, 2021, Enveric Biosciences, Inc. (the “Company”) appointed Avani Kanubaddi, the Chief Operating Officer of the
Company, to serve as the Company’s President, effective as of November 15, 2021.
Avani
Kanubaddi, 49, has served as our Chief Operating Officer since December 30, 2020. Mr. Kanubaddi is an entrepreneur and business leader
who has a passion for health and healing. From September 2019 through December 2020, Mr. Kanubaddi was the President & Chief Operating
Officer of NEXGEL, Inc. (“NEXGEL”), an FDA registered, ISO certified advanced hydrogel manufacturer serving the OTC, cosmetic
and medical device markets around the world. At NEXGEL, Mr. Kanubaddi led the rebranding, repositioning and overall strategy for the
company to accelerate growth and drive innovation. This included rebranding the company as NEXGEL, branding the company’s unique
hydrogels, developing a robust white label catalog, architecting an innovation engine to fill the pipeline with new concepts and guiding
the company’s first-ever branded product launches. In addition to NEXGEL, since August 2018, Mr. Kanubaddi has also served as the
Senior Partner at IQ/EQ Brand Strategy, where he assists companies in developing “go to market” strategies, branding and
naming exercises and new product innovation for consumer, medical device and prescription companies. Prior to his consulting career,
from February 2007 to September 2019, Mr. Kanubaddi was the Founder and Chief Executive Officer of Welmedix Healthcare, where he developed
innovative skin and wound care solutions to improve health and healing with an eye towards whole person wellness. During his tenure,
he led the company to develop three unique brands with patented solutions, gaining distribution in over 20,000 retail outlets, including
Walmart, Walgreens, CVS and others. After building some of the fastest growing brands in their respective categories, Welmedix sold its
leading brands to a private-equity backed healthcare company. Before his entrepreneurial venture, Mr. Kanubaddi began his 25+ year career
in the healthcare industry at two leading companies – Wyeth (now Pfizer) and Bristol Myers Squibb’s ConvaTec Division. While
working with market leading brands like Centrum, Advil and Chapstick; medical devices and hospital businesses including Aloe Vesta, DuoDerm
and Sur-Fit Natura, Mr. Kanubaddi held positions of increasing responsibility across the functional areas of brand management, sales,
new product development and new ventures.
Mr.
Kanubaddi holds an MBA from Columbia Business School and BS in Marketing from Miami University. Mr. Kanubaddi also served on the Board
of Directors for the Consumer Healthcare Products Association (CHPA), the leading industry trade group for consumer healthcare in the
United States.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 15, 2021, the board of directors of the Company approved an amendment to the amended and restated bylaws (the “Amendment”),
which will be as of November 15, 2021. The Amendment amends and restates Article II, Section 2.6 of the Company’s existing amended
and restated bylaws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting
a quorum, in person or by proxy, from a majority to one-third. Specifically, the restated Section 2.6 states that “The holders
of one-third of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the
Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a
class or series or classes or series is required, one-third of the voting power of the then-issued and outstanding shares of such class
or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect
to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations
of any applicable stock exchange.” The previous Section 2.6 stated, in its relevant section, that “The holders of a majority
of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute
a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation,
these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or
series is required, a majority of the voting power of the then-issued and outstanding shares of such class or series or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter,
except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock
exchange.”
The
foregoing description of the Amendment is qualified by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
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.
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Enveric
Biosciences, INC.
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Date:
November 18, 2021
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By:
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/s/ Joseph Tucker
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Name:
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Joseph
Tucker
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Title:
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Chief
Executive Officer
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