CAMBRIDGE, Mass.–(BUSINESS WIRE)–Enveric Biosciences, Inc. (NASDAQ: ENVB) (“Enveric” or the “Company”), a neuroscience-focused biotechnology company developing next-generation mental health medicines inspired by on psychedelia, today announced that it has closed its previously announced registered direct business offering For him purchase and sale of 375,000 common shares of the Company Values (or prefunded warrants instead), valued at a market premium under Nasdaq rules. In addition, the Company has issued to investors in the direct registry offering unregistered preferred investment options (the “preferred investment options”) for purchase up to 375,000 additional shares of the Company’s capital stock Values. The purchase price for one common share (or pre-funded warrant) and a preferred investment option to purchase one common share is $8.00. The preferred investment options have an exercise price of $7.78 per share, are immediately exercisable and will expire five and a half years from the date of issuance.
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The Company also closed its previously announced private placement offering for the purchase and sale of 625,000 common shares (or pre-funded warrants in lieu thereof) and preferred investment options to purchase up to 625,000 common shares of the Company at a premium price. to market under Nasdaq rules. The purchase price for one common share (or pre-funded warrant) and a preferred investment option to purchase one common share is $8.00. The preferred investment options have an exercise price of $7.78 per share, are immediately exercisable and will expire five and a half years from the date of issuance.
HC Wainwright & Co. acted as exclusive placement agent for the offers.
Gross proceeds to the Company from the offerings were approximately $8 million, before deduction of placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds of the offerings for working capital and general corporate purposes.
The Company also modified certain existing warrants to purchase up to a total of 122,000 common shares of the Company that were previously issued to investors, with an exercise price of $27.50 per share and an expiration date of February 15, 2027, effective The closing of the offers so that the modified warrants have a reduced exercise price of $7.78 per share and expire five and a half years after the closing of the offers.
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The common shares, pre-funded warrants and the common shares underlying the pre-funded warrants (but excluding the common shares and pre-funded warrants issued in the private placement and preferred investment options and the common shares underlying the preferred investment options) offered by the Company in the registered direct offering were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-257690) previously filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2021, and declared effective by the SEC on July 9 2021. The offering of the common shares and pre-funded warrants in the registered direct offering was made solely by means of a prospectus, including a prospectus supplement, which forms part of the actual registration statement. A supplement to the final prospectus and the accompanying prospectus related to the securities being offered has been filed with the SEC. Electronic Copies of the final prospectus supplement and the accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov. and may also be obtained by contacting HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711, or by email at [email protected].
The preferred investment options to purchase common stock, pre-funded warrants, and the common stock offered in the private placement, as well as the preferred investment options issued to investors in the registered directed offering, were offered in a transaction that did not involve a public offering. and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, those securities may not be offered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Pursuant to a registration rights agreement with investors, the Company has agreed to file a registration statement with the SEC covering the resale of the common shares and the common shares underlying the prefunded warrants issued in the private placement and the shares of shares of common stock underlying the preferred investment options issued in both offerings, within 15 days and make every effort to have the registration statement declared effective as soon as possible and, in any event, within 45 days or within 75 days in case of a complete registration statement. revision by the SEC.
East Press release shall not constitute an offer to sell or a solicitation of an offer to to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
About Enveric Biosciences
Enveric Biosciences, Inc. (NASDAQ: ENVB) is a neuroscience-focused pharmaceutical company developing next-generation mental health medicines inspired by psychedelia. Enveric’s robust product portfolio supports drug development from clinic to commercialization with the goal of helping millions of patients in need around the world suffering from conditions including cancer-related distress, PTSD and more. For additional information, visit enveric.com.
Forward-looking statements
East Press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In general, forward-looking statements and information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “expected”, “budgets”, “scheduled”. ”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases that establish that certain actions, events or results may, could, would occur or could occur or be achieved. Forward-looking statements consist of statements that are not purely historical, including statements about beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements are based on management’s beliefs as well as assumptions made based on information currently available to management. Actual results could differ materially from those contemplated in the forward-looking statements as a result of certain factors, including, without limitation, the Company’s intended use of proceeds from the offerings; our ability to maintain our listing on the Nasdaq Capital Market; the company’s ability to successfully split its cannabinoid assets; the ability to achieve value creation contemplated by technical developments; the impact of the novel coronavirus (COVID-19) on Enveric’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on Enveric’s ability to conduct its business and raise capital in the future when necessary; delays in planned clinical trials; the ability to establish that potential products are effective or safe in preclinical or clinical trials; the ability to establish or maintain collaborations in the development of therapeutic candidates; the ability to obtain appropriate or necessary government approvals to market potential products; the ability to obtain future financing for development products and working capital and to obtain such financing on commercially reasonable terms; Enveric’s ability to manufacture candidate products on a commercial scale or in collaboration with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to Enveric’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and your Quarterly Reports on Form 10. -P. Enveric disclaims any intention or obligation to revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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