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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
May
14, 2025
Date
of Report (Date of earliest event reported)
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
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Enveric
Biosciences, Inc.
4851
Tamiami Trail N, Suite 200
Naples,
FL 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
2.02 Results of Operations and Financial Condition.
On
May 14, 2025, Enveric Biosciences, Inc. issued a press release providing a corporate update and announcing its financial results for
the first quarter ended March 31, 2025. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that
is furnished pursuant to this Item 2.02 shall not be deemed to be “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, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
Date:
May 14, 2025 |
ENVERIC
BIOSCIENCES, INC. |
|
|
|
|
By: |
/s/
Joseph Tucker |
|
|
Joseph
Tucker, Ph.D. |
|
|
Chief
Executive Officer |
Exhibit
99.1

Enveric
Biosciences Reports First Quarter 2025 Financial and Corporate Results
Corporate,
Business and Product Development Highlights:
|
● |
Unveiled
EVM401 Series with new U.S. Patent for mescaline derivative compounds |
|
● |
Added
to suite of intellectual property for EB-003, a neuroplastogen targeting undertreated mental health indications |
|
● |
Signed
two licensing agreements for cannabinoid-COX-2 conjugate compounds, with potential to target joint pathologies, such as osteoarthritis
and rheumatoid arthritis |
|
● |
Announced
closing of $5 million public offering |
CAMBRIDGE,
Mass., May 14, 2025 – Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a biotechnology
company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety,
and addiction disorders, today provided a corporate update and reported financial results for the first quarter ended March 31, 2025.
“The
first quarter of 2025 was highlighted by continued progress in the development of EB-003, our neuroplastogenic molecule that is designed
to address difficult-to-treat mental health disorders,” said Joseph Tucker, Ph.D., CEO and Director of Enveric. “We continue
to focus our development efforts on the completion of the data package to support filing an Investigational New Drug (IND) application
for EB-003, which we aim to submit to the FDA by the end of the first quarter of 2026.”
Dr.
Tucker said, “Ongoing development of EB-003 is supported by the data accumulated to date, which have demonstrated oral bioavailability
and brain exposure in preclinical studies. Preclinical work has also shown encouraging pharmacology and safety results from in vitro
pharmacology studies.”
Dr.
Tucker added, “Enveric continues to expand the portfolio of intellectual property covering our proprietary technologies, including
the recent receipt of a Notice of Allowance from the USPTO for claims covering EB-003 composition of matter. We also announced the issuance
of a U.S. patent for our EVM401 Series, a collection of mescaline derivative compounds that broadens Enveric’s potential to develop
additional neuroplastogenic therapeutics for addiction and neuropsychiatric disorders. Preliminary testing of our EVM401 series and their
metabolites has demonstrated differentiated and encouraging patterns of brain receptor binding and/or activation.”
Dr.
Tucker concluded, “As we look ahead to the remainder of 2025 and beyond, we are confident that Enveric is at the leading edge of
a paradigm shift in the treatment of severe mental health conditions, an area that has seen minimal innovation for decades. We look forward
to bringing our novel technologies to patients in need, while generating value for our shareholders as we capitalize on the substantial
potential of the emerging field of neuroplastogenic therapeutics.”
FIRST
QUARTER AND RECENT UPDATES
Corporate,
Product and Business Development Highlights:
|
● |
Unveiled
EVM401 Series with new U.S. Patent for mescaline derivative compounds, broadening Enveric’s pipeline of neuroplastogen candidates
for addiction and neuropsychiatric disorders |
|
● |
Added
to suite of intellectual property for EB-003, a neuroplastogen targeting undertreated mental health indications |
|
● |
Signed
two licensing agreements with Restoration Biologics LLC, for cannabinoid-COX-2 conjugate compounds, with plans to investigate potential
to treat joint pathologies, such as osteoarthritis and rheumatoid arthritis, creating the potential for diversified future revenue
streams |
|
● |
Announced
closing of $5 million public offering |
FIRST
QUARTER FINANCIAL RESULTS
Net
loss attributable to stockholders was $2.2 million for the first quarter ended March 31, 2025, including $0.3 million in net non-cash
expense, with a basic and diluted loss per share of $1.22, as compared to a net loss of $2.5 million, including $0.4 million in net non-cash
income, with a basic and diluted loss per share of $9.21 for the quarter ended March 31, 2024. The Company had cash-on-hand of $4.3 million
for the quarter ended March 31, 2025.
About
Enveric Biosciences
Enveric
Biosciences (NASDAQ: ENVB) is a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics
for the treatment of depression, anxiety, and addiction disorders. Leveraging its unique discovery and development platform, the Psybrary™,
which houses proprietary information on the use and development of existing and novel molecules for specific mental health indications,
Enveric seeks to develop a robust intellectual property portfolio of novel drug candidates. Enveric’s lead molecule, EB-003, is
a potential first-in-class neuroplastogen designed to promote neuroplasticity, without inducing hallucinations, in patients suffering
from difficult-to-address mental health disorders. Enveric is focused on advancing EB-003 towards clinical trials for the treatment of
neuropsychiatric disorders while out-licensing other novel, patented Psybrary™ drug candidates to third-party licensees advancing
non-competitive market strategies for patient care. Enveric is headquartered in Naples, FL with offices in Cambridge, MA and Calgary,
AB Canada. For more information, please visit www.enveric.com.
Forward-Looking
Statements
This
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. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology
such as “plans,” “expects” or “does not expect,” “proposes,” “budgets,” “explores,”
“schedules,” “seeks,” “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
which state that certain actions, events or results may, could, should, would, or might occur or be achieved. Forward-looking statements
may include statements regarding beliefs, plans, expectations, or intentions regarding the future and are based on the beliefs of management
as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors, including, but not limited to, the ability of Enveric to: finalize
and submit its IND filing to the U.S. Food and Drug Administration; carry out successful clinical programs; achieve the value creation
contemplated by technical developments; avoid delays in planned clinical trials; establish that potential products are efficacious or
safe in preclinical or clinical trials; establish or maintain collaborations for the development of therapeutic candidates; obtain appropriate
or necessary governmental approvals to market potential products; obtain future funding for product development and working capital on
commercially reasonable terms; scale-up manufacture of product candidates; respond to changes in the size and nature of competitors;
hire and retain key executives and scientists; secure and enforce legal rights related to Enveric’s products, including patent
protection; identify and pursue alternative routes to capture value from its research and development pipeline assets; continue as a
going concern; and manage its future growth effectively.
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, including Enveric’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Contacts
Investor
Relations
Tiberend
Strategic Advisors, Inc.
David
Irish
(231)
632-0002
dirish@tiberend.com
Media
Relations
Tiberend
Strategic Advisors, Inc.
Casey
McDonald
(646)
577-8520
cmcdonald@tiberend.com
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